Love Bites
by DreamKnightess
Summary: Dr Octopus captured Peter Parker's best friend (and secret love) Mary Jane, hoping to find out Spider-man's secret identity. After being saved by him, she's kept on the Helicarrier for safety. Their feelings for each other are tested. Will he tell her his feelings and who he really is? Or will he hide his secrets for her own good? K for Y7 sci-fi action. Spidey x MJ fluff.
1. Captured

Canon: Ultimate Spider-man

Title: Love Bites

Genres: sci-fi, action/adventure, drama, humor, hurt/comfort, friendship, romance, suspense

Pairing: Peter Parker/Spider-man X Mary Jane "MJ" Watson

Disclaimers: the Ultimate Spider-man anime/cartoon and comics are owned by Marvel/Disney. The artwork is from the comic Spider-man loves Mary Jane. UNFORTUNATELY, I DON'T OWN ANY OF THE STUFF MENTIONED ABOVE OR ANY CHARACTERS SHOWN.

Enjoy!

* * *

-Captured-

Gracefully, enigmatic Spider-man swung on his webs through the atmosphere of New York. He did it so casually but he could never get used to the thrill of it all.

In the midst of his daydreaming, his camouflaged communicator-watch started. Nick Fury appeared on the screen as grave as always.

"Director Fury?" Peter said, almost irritated sounding.

"Spider-man, we need you at the Helicarrier. ASAP." The spy said urgently.

"Is it really that important or is it another training session? Can it wait?" He asked, hoping to swerve his way back into some well-earned "me time".

"Parker, it is urgent! It's a message from Otto Octavius." Nick Fury retorted.

Spider-man practically sneered.

"Oh, Doc Oc? Crazy psycho with robot tentacles, a tendency to stalk innocent teens, and, uh, low hygiene? Heh. Yeah, I don't feel like chit chatting with him. I don't want to know what he has to say." He said mischievously.

"Actually, you do want to know. Now hurry up and get onto the Helicarrier! Fast." The screen faltered as Peter shut off the communicator.

_Yikes. I get the idea. _He thought.

The red and blue Spider-man appeared aboard the Helicarrier, in the main control room. A concerned-looking Nick Fury approached the teenage superhero, who was acting cocky as he did half the time when he was his alter-ego: Spider-man.

"So? What's up? Was I invited to a party?" He asked with a confused gesture.

The eye-patch wearing SHIELD agent glared at him. Which was enough to get the kid to shut up.

Peter Parker definitely couldn't deny that a shiver had slithered down his spine.

"W-whoa. Okay. So... what's going on?" He asked.

Fury simply turned to face a screen that played a video. A video of-

"Doctor Octopus." Spider-man uttered, strangely not feeling in a joking mood.

The grotesque face smirked vilely and Peter could lucidly smell his terrible breath from where he stood.

"Ah, Spider-man. I would say that it's pleasant to see everyone's favorite bug... But it's not." He hissed.

Spider-man scoffed.

"Right back atcha, ugly... And it's an arachnid. For the last time." He said.

"I'll call you what I please." Doctor Octopus practically purred, as if he could taste victory in the near future.

Spider-man rolled his eyes.

"What do you want, Doc Oc?" He asked ominously and clenched his strong hands in fists.

"Simple. I want to know your secret identity. But, of course, not over silly videos on camera. Face-to-face. In my lab of course." He said.

"Pfft. Yeah, right. Like I'd ever tell you that." Spider-man snapped.

"Or..." The Doctor said.

"Or what?" He folded his arms and tilted his head.

"Or..." The felon on the screen moved to the left to reveal a young, feminine figure strapped to a gurney behind him. She had long rose-colored hair, a thin form, and half-closed emerald eyes.

Peter Parker felt his heart stop, freeze, then sink deep down into his stomach. He felt limp and his arms fell to his sides. For that moment, he didn't remember to hide his weaknesses.

"Mary Jane." He muttered.

After he said her name he felt stronger, more determined.

"Ah, yes. So you do know the girl? I would have suspected so after all the times you've rescued her." He said.

All eyes were on the Spider-man and the screen but the teenage superhuman didn't feel the pressure of their stares. It was like they weren't there. And he didn't look at Otto Octavius. He kept his eyes on Mary Jane, his best friend he had known since childhood and the girl he had a warm spot in his heart for ever since he... changed. He was unfamiliar with the odd feelings. He had crushes on girls before but this was something alien and new.

With a click of his metal claws, Doctor Octopus said "so, what will it be, Spider-man? Show or no show?"

Peter Parker took deep, silent breaths. Someone's life was in his hands and all he had to do was tell a secret to save it. It couldn't be that easy though.

"... Fine... I'll come." He said. Just a he was about to turn to leave, he looked at Mary Jane Watson who appeared faint or drugged. "Hang in there, Mary-" He started but the connection was cut off.

Silence.

Spider-man swallowed then looked at Nick Fury.

"Now, he wouldn't tell me what he wanted you for. Spider-man, I can't let you go there. If there's a risk that you're secret identity could be revealed, it's best to just leave it be. Just let us handle the problem." Nick Fury said and put a firm hand on the boy's shoulder.

But he stepped away from him so they weren't touching.

"No, Director Fury. I have to save MJ... Alone. This is my problem." Spider-man said defiantly.

"Your problem is our problem, too." Nick said.

"Fury." The teen practically hissed.

The Director scowled at him.

Spider-man sighed.

"I'm sorry... Director Fury. Please. Just trust me, okay?" He implored. Behind his mask, he was panicking.

"...Fine. Just don't screw up." The spy demanded.

"Heh. Believe me. I won't." Spider-man sighed. _I _can't_ screw up. Not this time._

He moodily started to head to Doctor Octopus' lab.

_Please be okay, MJ. I'm coming._


	2. Rescue

Chapter 2

Mary Jane blinked several times. Her vision was slowly becoming blurry. Doctor Octopus had drugged her with anesthesia in the hope that she would tell Spider man's secret. But the girl truly didn't know. He didn't maim her because if he was going to hurt her he would make her beloved young hero watch her suffer first.

So there she was, strapped to the gurney, her body dysfunctional but her heart pounding and her mind buzzing like crazy. In persistence, she writhed and grunted in the straps. But her muscles weren't as useful as usual.

"... Doc Oc, was it?" MJ asked, wanting to irritate him a little before she would pass out from the drugs.

The robotic tentacles snapped in irritation but didn't touch the girl. He turned towards her.

He retorted. "That is Otto Octavius to you. And it's no use resisting, Watson."

"I won't have to." She said proudly.

The criminal snarled and put one of his metal clawed tentacles to the bottom of the girl's chin, hardly getting a gasp out of her.

For a long moment they just glared into each other's eyes, Mary Jane not really seeing what was in front of her.

She oddly didn't feel afraid. She couldn't feel much of anything. Just hope. One reason was because she was MJ, the second was because she was drugged up, and the third was because Spider-man had given her hope. She remembered clearly when she had asked him how he wasn't afraid while there was turmoil all around. He admitted that what was going on was in fact frightening but that he knew what he had to do. So he did it.

Mary Jane reluctantly came back to reality.

Threats oozing off his words, Doctor Octopus said "if you don't shut up, I will-"

With that, an entrance burst open. A doorway had been kicked down, broken apart by no other than Spider-man. He brushed off imaginary dust from his costume and strutted in. He pointed at the Doctor.

"Get. Away. From. Her." He said with an icy tone.

Mary Jane felt a warm fluttery sensation.

"Spider-man!" She called.

Doc Oc smirked and motioned towards the superhero.

"Ah. Spider-man. You've come for our little trade now, haven't you?" He asked.

Spider-man cocked his head to either side, popping his neck before popping his knuckles.

"You know I've come alright. Definitely for a trade." He said. But Doctor Octopus' idea wasn't what Peter had in mind. Oh, no. Far from it.

"So. What will it be? Your secret identity for the life of your beloved Mary Jane? Or will you keep it a secret and watch as I _destroy_ her?" The Doctor asked.

Mary Jane felt her heart leap in fear.

"What?" She said. Adrenaline was kicking in, making her more awake. But it wasn't enough for the anesthesia. "No! _Don't_ listen to him!"

Spider-man looked at her with strong adoration. He admired how gutsy and caring she was which were just two more traits of hers as to why he had come to fall for her.

But if he let his secret lose to save her, his whole world would come crumbling down. Many other people's lives would be put in danger.

The decision weighed heavily on his shoulders. He took a deep breath.

"Hm. I have an idea." Spider-man started and he put his hand in a fist then pointed his thumb, index finger, and pinky upwards. Webs emitted from his wrist. "How about- neither!" He said and swung through the air from the web rope.

He kicked Doctor Octopus to irk him then jumped over his left shoulder, then put his back to Mary Jane so he could block the girl from view. The swift and cheeky motions had caught Octavius off guard. Exasperated, the Doctor faced the teen superhero. He used one of his tentacles to try to punch Spider-man but he thwipped out of the way just in time. While in the air, he executed a harsh punch on the enemy's jaw.

The villain yelled. His robotic appendages reached for him as he emphatically crawled across the walls to evade.

Peter had to admit: he was surprised by his own strength, his anger. It almost scared him. But since Doctor Octopus had stolen precious MJ from him, this was definitely an exemption from guilt. He just felt a wave of energy flow through him that was a mixture of rage, fear, hate, passion, persistence... and something else he was afraid to identify.

_I haven't even been hurt yet. _He thought, growing a bit cocky again.

One tentacle knocked him off the wall and he could sense MJ cringing at the impact. _Jinx. _Peter thought. With a grunt of pain, he resiliently got back on his feet just as Doc Oc attempted to grab him again. Spider-man barely managed to dodge. He attempted to thwip then punch the man but was instead slammed into a wall.

Mary Jane paled and, faltering, yelled "Spider-man!"

Doctor Octopus snapped one of his claws in the girl's face.

"If you don't shut your trap, you'll be next." He threatened.

MJ shivered but waywardly kept her eyes trained on Spider-man.

He stirred and stood up. While doing so, he said "don't worry, Mary Jane. I'm okay." Then, ferociously he thwipped and shot a web in the Doctor's face, temporarily "blinding" him.

The mad Doctor yelled and cautiously tried to pry apart the web.

"What's the matter, Doc Oc? Afraid of the dark?" Spidey teased.

Mary Jane watched in awe as Spider-man dashed along the walls and used his webs to get the Doctor's tentacles to get stuck, useless now. Then the hero jumped a good fifteen feet behind him ad used his webs with both wrists to swing the nemesis into some of his bizarre, unnamable tech. This caused the tentacles to fizz with sparks. He was out cold which bought Spider-man plenty of time. He sighed with relief and a hint of exhaustion.

"Whew." He said, then remembered the main reason he was there. "Mary Jane!" Spider-man said and rushed towards her. She smiled at him, clearly faint. She looked like she could hardly keep her eyes open.

"Spider-man, thank you so much for saving me." Mary Jane said, practically murmuring.

Peter Parker felt oddly warm at the words. He smiled beneath his mask.

He ripped the straps apart from her restraints.

The ginger girl embraced him, unintentionally burying her head into his chest and nearly knocking him over.

He blushed, hugged her back and barely caught her in time.

"Whoa. Are you alright?" Spider-man asked, worried.

Appreciatively, she grinned at him.

"Yes. I'm fine. He just... used anesthesia on me. He hoped that I'd let... your secret slip, but I couldn't tell him anything because, of course, I don't even know." She trailed off.

"Did he _hurt_ you?" He asked.

"No. He didn't." She said.

Effortlessly, Spider-man scooped her up into his arms. He could tell she was a bit surprised but she had just enough strength to envelop her arms around his shoulders.

He thought he saw a blush slide over her face but doubted its existence.

Mary Jane just felt so light in his arms. He didn't want to let her go. But he needed to get her out of that place. He had a pretty good idea of where to bring her.

He quickly walked out of the area.

"Alright, MJ, I'm going to get you out of here. Hang on as tight as you can, okay?" Spider-man said.

She tightened her grip on him.

"Okay." She said softly with a sweet smile. Then, her stunning eyes closed and she was silent.

He sighed sadly._ She trusts me. _He thought. _She doesn't even know who I really am._

Which made it even harder for him. One problem was that there was always the risk of messing up their friendship and another was ruining both of their lives. It didn't even have to be that way. Those were only possibilities.

Peter Parker thought about it all painfully as he escorted his best friend out of the lab...

* * *

A/N: Alright! Second chappie up! :) Eet iiiz sweet, no?

... v(0.0)v ... Maybe no?

I just wanted to say thanks for the two people who reviewed.

Please keep the reviews coming! I love honest input and hearing your thoughts! It motivates me to post things faster. ;)

Thanx 4 reading!

- Lunarose


	3. The Helicarrier

Chapter Three

Spider-man swung through the city on his webs, Mary Jane, (AKA the girl of his dreams) in one arm. Every now and then, she'd open up her eyes and sometimes he could clearly see the lights of New York glow through them from the side.

He thought about where he was escorting her.

He couldn't bring her to her home because that would possibly give hints that he was Peter Parker. He could always lie about how he knew where she lived and say it was because of his Spidey sense. Besides, conveniently, Mary Jane's parents were out of town for a while. Everything would run smoothly.

But no, he needed to bring her somewhere else, somewhere safe where people could possibly make sure she was okay. Spider-man would bring her into the Helicarrier.

* * *

A bit out of breath, he carried the girl into the now-invisible airship (which was in "Dragoncarrier" mode). He wasn't exactly comfortable with his choice of bringing her there but it was the best answer.

He carried her to Nick Fury who appeared almost livid.

"Director Fury." Peter started. "Please. I need your help."

Somehow taken aback, the spy asked. "...Is she hurt?"

"She's drugged up... Can you please check on her to see if everything's okay?" He implored with a helpless tone.

Nick Fury scowled, but nodded.

* * *

Spider-man had managed to persuade Nick into letting him keep MJ on board for a bit, at most a week. The symptoms of her anesthesia had been treated but she was still knocked out. She had her own guest room.

The superhero carried her into her plain guest room and gently laid her in the bed. Now that nothing serious was going on, he could get a good look at her. She was so beautiful and, in a tongue-in-cheek way, delicate-looking. Mary Jane was wearing a leather jacket over a simple gray, knee-length dress with flats. It was kind of plain but definitely cute, suiting her.

He felt the need to comfort her was strong but, of course, he could never make it explicit how he truly felt about her. But she was the girl who could make his heart sing. These were dangerous feelings. Which made it even better...

Miserably, he trudged on out of her room, turning off the lights as he left. It was only a couple doors down from his room which mad him feel more relieved and prepared in case anything happened.

Spider-man brooded into the room where he and his team would meet up. He sat down in one seat and took off his mask then massaged his temples.

"Whew. That is never a good sign." Luke Cage, AKA Powerman, said.

Peter mustered half of a smirk without looking at him.

White Tiger stood beside him in wonder.

"What? No lame jokes or- anything, Webhead?" She asked.

He shook his head, hardly fazed.

Iron Fist coolly said "the lips are the door to the heart, mind, and soul. But now it is as if those are locked up."

"Alright, Iron Fist. Sorry, but I don't think your- zen and fortune cookie stuff can really help me right now." Peter said, bummed sounding.

"Pfft." Nova started. "Lover-boy here is worried about MJ. He was probably watching her very closely. Right, webs?"

Peter glared and blushed furiously.

"Shut up, Buckethead. Yeah, I don't do "stalker". Thank you." He snapped, getting sensitive.

"So you do like her then don't you?" Nova continued.

Peter sighed.

"I never said that. Anyway, I'm going to get some sleep. See ya guys later." He said and walked quickly to his room, putting his mask back on.

The rest of his team looked at each other in astonishment.

White Tiger nudged Nova hard. He scoffed.

_"What?" _He squeaked.

* * *

The next morning, Mary Jane woke up, dazed and confused. She groaned and uneasily stood up. This caused her head to spin, but being stubborn, she ignored the feeling. She took off her jacket and ran one hand through her red hair before absorbing her surroundings.

"Where am I?" She asked, baffled.

Just as she asked it, the door opened. Spider-man awkwardly stood in her doorway.

"Spider-man?" Mary Jane asked.

"Uh- yeah. That's me. Eh heh. Just- came to check on you." He said, a bit nervous for some reason he couldn't quite comprehend.

"Oh, that's very kind of you. But I think I can manage." She answered just as she fell backwards onto her bed.

Peter good-naturedly rolled his eyes. He had to stifle his chuckling.

"Riiight. Apparently. Well, if you're all good I guess I'll go." He said teasingly. He wanted to see how she would react.

To that, MJ sat up.

"No. Wait. Don't go." She said.

Spider-man stepped in, closed the door for privacy, and edged towards the girl.

"Is there something you need? Are you- feeling okay?" Spider-man asked. He was trying his best to be Spider-man not Peter Parker. MJ was smart. It was very possible that she could unravel the mystery of his alter-ego.

Mary Jane smiled, flattered.

"No. Really. I'm fine. Just woozy." She said.

"Alright. So... Wassup?" He asked.

"Spider-man, where am I?" She questioned.

"Oh, right. Uh, well, you're in the... You're in the Helicarrier." Spider-man hardly managed to spit out.

She grimaced in confusion.

"The what?" She asked.

"The Helicarrier. It's- a mobile HQ for spies and superheroes in S.H.I.E.L.D." He explained.

With that, she jumped up from the bed and dashed to the door.

Spider-man panicked and grabbed her arm.

"Whoa, Mary Jane, slow down!" He exclaimed.

Ignoring him, she opened the door and started exploring the Helicarrier. She stopped at the main control room, frozen.

Irritably, Spidey had kept up with her. She appeared flabbergasted.

The teen superhero nervously laughed.

"Welcome to the Helicarrier, MJ." He stuttered.

Wide-eyed, she looked at him.

"Why did you bring me here, Spider-man?" She asked with an uncertain and furious edge to her voice. She did have a quick temper.

Calmly, he answered "I needed to make sure that you were alright. Now don't worry." He held up his hands in a soothing gesture. "You're fine. You did just have anesthesia. Now, MJ, take it easy. I'm sure you've had a tramautic experience. You need to relax."

But the girl wasn't as helpless as she seemed. She was smiling politely at somebody.

Blinking, Peter realized Nick Fury was standing right in front of him.

"Mary Jane Watson. It's a pleasure to meet you, sir." She introduced herself.

"Ah. You, too, Miss Watson. It's nice to see someone has some manners around here." Nick Fury said, smiling, before giving a glance at Spider-man.

He scoffed and rolled his eyes.

"Now, Miss Watson, you can not tell _anyone_ about this. You're going to need to elaborate a clever lie if anyone asks. But if we even suspect that you may blow our cover, we'll need to erase some of your memory immediately. Understand?" He asked.

MJ blinked, taken aback.

"Ah- alright, sure. No pressure." She said and chuckled anxiously as Nick Fury walked away. She looked at Spider-man.

"Hey. Don't look at me." He joked.

* * *

A/N: I know. It was probably a huge let-down after like a week. Sorry about that long wait. The truth is I wrote this chapter a few days ago but I hadn't been able to upload it since all of our computers were messed up. So sorry about that. I'll try to update more often.

Thank you for your reviews! They're so encouraging!

If you want to find out what happens next, please let me hear your thoughts! ;)

Thanks again for reading!

Yours truly,

Lunarose


	4. Not so Discreet

Chapter Four

"Hey don't look at me." He joked.

MJ laughed and shook her head.

"Wow, Spider-man. So... Do you... _Live_ here?" She asked.

He practically blew a raspberry.

"Oh, _gosh _no. I don't think I could sleep peacefully every night with these guys around to be honest." He said. "Super spies."

"Oh, right. So then you brought _me_ here..." She said with a mischievous grin.

Spider-man scratched the back of his neck awkwardly.

"Uuuuh- MJ, I just- they're the only guys I could really count on to help you and everything. They've got waaay better and not to mention cooler tech than hospitals around here." He said.

_That isn't the only reason I brought her here though. I need to keep a close eye on her._ He thought, afraid to admit he was paranoid.

"Alright then, Spidey." She said, smirking.

"Heh heh. Yeeeah." Spider-man stuttered.

"Hey, so is there a cafeteria around here?" Mary Jane asked.

"...Yes. Now just- follow me. It's way too easy to get lost in here." He said.

"Thanks." She said.

"No prob. Just doing my job." Spider-man replied.

She nodded, seeming slightly disappointed for some reason.

He wondered why.

* * *

They walked into the cafeteria and got some breakfast. Both of them got hash browns, eggs and a biscuit with milk.

Spider-man was the last one to get his meal because he had been polite and let MJ get hers first. So he definitely did see her sitting at one table by herself. He couldn't help that he was looking for her.

Knowing that if he sat elsewhere she would only follow him, he sat across from her.

She grinned at him, a bit excited.

"Hi." Mary Jane said.

"H-hi." Spider-man responded awkwardly. "So..."

She looked around.

Peter was kind of surprised that she was acting a little shy. Then he remembered that he was in Spider-man mode and understood.

"Well... Bon apetite." He said and lifted his mask so he could eat.

She nodded and ate as well.

After a couple minutes, MJ said, while looking at all of the security. "It- kind of reminds me of high school."

Spider-man snorted.

"Really now?" He said. He couldn't help but smirk about it. "I guess I can kind of agree with that. But- there are _way_ too many teachers. Not enough students."

The girl smiled at him. Then she looked curious.

She said. "Ah, speaking of, Spider-man,... There were rumors that you go to my school."

He stopped what he was doing.

"...Uh huh?" He said, managing to hide his fear. His mouth formed a straight line.

Mary Jane looked eager.

"Well, what do you have to say to that?" She asked and folded her arms.

Spider-man played with his fork, speechless.

"Ah- weellll..." He stammered.

She looked a bit impatient.

"Um..." He looked around for help. "Hey, White Tiger! Over here!" He exclaimed.

The heroine was just about to eat breakfast with the rest of the team but froze in her tracks. She stared at the couple of them for a moment before sighing and joining them.

"Hey- what's up, guys?" She asked awkwardly.

Spider-man faked a laugh.

"Ah- nothing much. Nothing much. Uh, hey, White Tiger, this is Mary Jane." He said.

"Oh, uh, it's nice to meet you... I heard about what happened yesterday. It's really too bad that you got caught up in all of that." White Tiger said.

"Oh, I'm fine, really." MJ said, confused-sounding. She looked kind of irritated, too.

Spider-man said. "It's really awful, though. So anyway, Tiger, what MJ was telling me was that there are rumors going around that I go to the same high school she does. What do you have to say about that?"

White Tiger glared at him under her mask. He could feel it kicking in his Spidey senses.

"Ah. Well. You see, uh, there wouldn't really be anyway of me knowing because I don't have any idea who he really is. Heh heh. That's confidential info." She lied elaborately and feigned a laugh.

MJ was suspicious.

"Hmmm..." She said doubtfully.

"Yeah! Thanks, Tiger! Well, I'm going to throw my tray away." Spider-man said, pulled his mask down, and rushed to throw his lunch tray out before leaving the cafeteria.

White Tiger had watched him over her shoulder. She scoffed and through gritted teeth said "coward."

Mary Jane didn't hear her.

The two girls talked for a while. They found that they could relate well, but both of them were definitely upset with Spidey.

* * *

Spider-man had retreated to the training room, smashing some robots violently. He wasn't focusing a hundred percent but he was glad to blow off some steam.

White Tiger and MJ had been looking for him after he ditched them. The two girls stopped at a window in one wall of the training room.

"And here is the training room. Where we work out or- beat each other up." The white-clad heroine said jokingly.

Mary Jane chuckled at this and watched Spider-man closely through the window.

Ava Ayala could most certainly see the adoration on her face.

"There's Spider-man. Look at him go." MJ said and clapped.

"Yeeah. Look at him go..." White Tiger said and folded her arms. _I am going to squash him. _She thought, irritably. He _so_ owed her for saving him back in the cafeteria.

Spider-man kicked one robot so hard that it went flying into a wall. It sparked, out of commission. He brushed his hands together and finally noticed the two girls watching through the window. He waved at them and Mary Jane beamed at him. White Tiger merely scowled.

They walked out of the door to talk to him.

Mary Jane put one hand on his shoulder, amazed.

"Spider-man that was incredible! How do you- _do_ that?" She asked.

"Long story. And thanks. But you might not want to touch me right now. I'm- kinda sweaty." He warned.

She didn't seem to care.

For a moment they just grinned at each other.

Ava muttered something about him being a dork.

"Heya, guys. Hate to ruin your moment, but... Webs, can I talk to you in private?" She asked and ran a finger through her black hair.

"Uh, maybe later." Spidey said mischievously.

Ava snatched one of his arms.

"Hey! Claws! _Ow!_" He whined.

"Excuse us, MJ." White Tiger said.

"Uh, no problem." She said and grinned.

"Just wait here." The girl superhero barely managed to drag him into the other room. She released him but gave Peter a half-playful punch in the arm.

"Agh! Sheesh! What was that all about?" He asked and rubbed his new bruise.

"Are you telling me that you're brave enough to fight gigantic monsters 24/7 but you're too cowardly to face a _girl?_" White Tiger asked and jabbed one finger into his chest.

He cringed a bit.

"Hey! I was playing it cool until she started getting curious about my _secret identity_." Spider-man hissed.

"You mean you chickened out?" She retorted.

He faltered.

"...Ugh. You noticed when I left?"

"Heck yeah, webhead. MJ noticed, too." Ava said and put her hands on her hips wisely.

"Ah... Thanks for- interrupting my training session to bring me on a guilt trip, Tiger." He said.

"Well, you _need_ a guilt trip because I'm sure you made Mary Jane feel stupid. Now, you need to talk to her. Stop wincing! You're _Spider-man_ for _Pete's_ sake!" White Tiger said.

There was silence. He had to let it sink in a bit. And he was out of comebacks.

"...Ah. I hate to say it, White Tiger, but... You're right. I'm- sorry." Peter admitted.

"Just get out there, Spidey." She said.

"Right. Right. Okay. Rawr." He said, sighed, and walked out of the room to talk to Mary Jane.

"Hey, Mary Jane." Spider-man greeted. He was cooler than earlier but still nervous. It wasn't necessarily because he was afraid of her. More afraid that he would do something stupid or hurt her feelings again somehow. It was _so_ complicated.

"Hey." She said.

"Listen, I- just wanted to say- sorry for leaving you without warning back there." He said.

Her eyes widened slightly, like she had been waiting for him to say that. But she relaxed.

"Oh, it's alright. I'm sure you have plenty to do anyway. I mean you're Spider-man." She said with a little shrug.

"Well, yeah, but... There really isn't a good excuse."

Confusing him, she smiled. Then she grabbed his arm.

"Well, could you do me a favor?" She asked him.

Surprised by the physical contact, he blinked. It wasn't that he didn't like it. It's just that he_ knew_ he was in dangerous territory.

"S-sure." He said.

Mary Jane had that gleeful little look of mischief on her face that she sometimes used on her boyfriends.

_Oh, boy. _He thought.

"Do you think you could escort me? Maybe give me a tour of this place, Spider-man?" She asked.

"Oh. Yes. I'd- love to." Spider-man said, trying to fight his sudden anxiety.

"Thanks." She said.

He nodded and led her out of the training room, still arm-in-arm with her.

White Tiger watched them as they left with folded arms proudly.

"Now that's what I'm talking about." She said.

* * *

A/N: Alright. Don't worry. There will be better fluff. I know this chapter was kind of... up-and-down but it needed to be there. I needed to show you how Peter is so antsy and worried and stuff about falling in love with MJ.

Thanks for reading and thanx for your lovely reviews!

If you want to find out what happens next, please let me hear your thoughts!

Disclaimer: I don't own any characters or New York or the Helicarrier. All rights go to Disney and Marvel. If I owned Ultimate Spider-man, it would be anime style and have more fluff. LOL. I'm such a fangirl. Anyway. Thanx for your cooperation.

- Lunarose the Dreamer


	5. Tense

-Tense-

So, Spider-Man had given Mary Jane a tour of the Helicarrier. Somehow, he had managed to evade the other members of his team while doing so. He was mainly concerned about Sam because he suspected that he had a crush on Mary Jane. Peter didn't want to risk him distracting her from him, especially since MJ had a habit of moving from one guy to the next. She had a good heart, but Peter couldn't recall the last time she was single.

He decided, because he thought it would be a nice treat, that he would let MJ into his room. That was their last stop.

It wasn't super personalized but it was nice enough. Every now and then he'd get some rewards for saving the world. So he had a couple bean bag chairs, a lava lamp, radio, some posters and, of course, a bed with a (rather naturally) red and blue color scheme. There wasn't a chance that MJ would think he was Peter Parker. Sometimes he would lounge in there, reading comics.

"So, yeah, this is my room. My... My crib." He said with a funny voice that made her laugh. He loved her laugh.

"Nice, Spidey..." She said, smiling. She mumbled, ecstatic. "Wow. I cant believe that I'm in Spider-man's room."

Peter found her struggle to stay cool laughable since it reminded him of himself with the superheroes he looked up to.

"Feel free to sit down and chill out if you want to." He said and shut the door.

"Thanks." She said and sat down on one bean bag.

"No prob, MJ." Spider-man said and casually hopped on a bean bag beside her.

"So... How often do you hang out around here?" Mary Jane asked, sinking into her leathery seat.

"Mmn. Not that much." He said with a shrug. "Whenever I need to chill after saving the world. Or I hang out here after training and normally, I don't get that tired to do so."

"Ah, I see..." She said.

Peter was getting irritated. He was tired of needing to keep small talking with his _best_ friend and the girl who made his knees shaky around. He felt like he had to play it safe though. There was no telling what could happen.

They continued to talk for a while, about little things. Little things that didn't really define a person. Little things that didn't matter.

_Oh, boy. This is killing me._ He thought. _I have two lives but in both I have the same feelings. How do I cope with this? Especially with the worsening fact that MJ might have a crush on Spider-man, but may never have the same feelings for Peter Parker._

He sighed.

Mary Jane, as if sensing his reluctance, got off her bean bag and sat just a couple feet beside him.

"Hey, are you okay?" She asked.

"Psh. Yeah. I'm perfect. Fine. Never been better... Why do you ask?" He asked.

"I- don't know... You seem kind of... Low." MJ said.

"What do you mean, MJ? I'm wearing my mask..." He said.

She looked away.

"I don't know." She shrugged.

The teen superhero looked at her curiously.

"Uuuh..." He stuttered, right as someone knocked on the door.

"Hey, Spidey. You okay in there?" A voice asked. It was Powerman.

Spider-man jumped up and leaned on the door.

"Uh, yeah. I'm fiiine, Powerman. Why?" He asked.

"Just wondering... You beat up those robots in the training room without even waiting for us to see. We were blown away." Powerman added.

"Aw, schuuucks. Well, you guys just- you know, be yourselves. I'm going to be in _here._" He said, embarrassed. He didn't want them to be suspicious since MJ was in his room. They didn't need to know about his feelings for her.

"...Web-head, get out here. Aren't you supposed to be, like, our leader? _Hello?_"

The red-haired girl looked up at this, curiously.

"Leader?" She asked.

Spider-man put a finger to his mouth.

"Shhh." He said.

"Spidey? ...What?" Powerman asked.

"Ssshoot. Heh heh. Sorry. I'm just not ready right now... Busy." He responded.

Mary Jane walked up to the door besides Spider-man.

With a cute smile, she mouthed "can I meet the others?"

Spider-man almost mimed the words "no can do" but he remembered he had his mask on. He sighed and opened the door just a crack, leaning in it to peek at Powerman.

"Fine. I'll be there with you guys. Can I have a couple minutes of privacy first?" He asked.

"Sure thing, man. Just hurry up." Luke Cage said teasingly.

"'Kay, 'kay, 'kay." Spidey teased back. He closed the door and waited for Powerman to walk away. According to his spider senses, he was gone. "Okay. Follow me, m'lady." He said and pulled on Mary Jane's arm.

The girl chuckled.

"Alright, mister." She said.

His cheeks felt hot.

As they walked, there were many thoughts bouncing around in his mind.

_Did I just... _flirt_ with her? _He thought hopefully. _No. I hadn't meant to. I mean... We're friends. I had just meant to tease her. _Surely_ she understands that... This is just being good friends right here. Walking, with me pulling her like this, leading the way. Isn't it? _

He felt so stupid, double-guessing helplessly like that. It wasn't that he wasn't always right every time he answered something, he was just wishfully thinking.

Spider-man released her when they reached the room where they always assembled. Everyone else in the team was at the table. There were a couple empty seats.

"Hi, guys." He said, forcing the bubbly tone of voice.

"Yo, Spidey. What's up?" Powerman greeted.

"Greetings, Spider-man." Iron Fist said.

"Hey, Web-head." White Tiger said.

"Hello, there. And who do we have here?" Nova asked, eying the beautiful girl beside Spider-man. He looked at the other superheroes suggestively.

"Oh. Right. S-sorry, MJ." Spider-man said, slightly shy. He put a hand on her shoulder which, he could tell, made her feel better. She put on a confident smile which Peter wished he could share. "MJ, this is my... These are my friends that I battle with every now and then."

His friends rolled their eyes.

"I'm Mary Jane Watson." She introduced herself.

"Oh, hey. How are you doing? I'm Powerman. Known for strength and impenetrable skin."

"I am Iron Fist. Master of many forms of martial arts and summoning my inner chi for super powers."

Sam smirked and walked up to Mary Jane openly.

"And I'm Nova. With the powers of a super nova. It's a pleasure to meet you." He said and eagerly shook her hand.

Peter's jealousy spiked. The red and blue superhero was not comfortable with Sam approaching MJ in such a way.

Mary Jane just politely smiled. She looked at the only other girl in the group.

"Oh. Uh. And you already know me, MJ, I'm White Tiger. Known for the powers of a feline. So... Rawr." Ava said awkwardly.

MJ giggled.

"It's nice to meet you guys." She said.

"It is always a pleasure to make new friends." Iron Fist said with that mysterious tone of his.

Powerman grinned and gestured to the seats. "Well, why don't you sit down, Mary Jane?" He offered.

"Thanks." She beamed and sat next to White Tiger.

Spider-man sat there, slightly idle, wondering what to do. He most certainly made his mind up when Nova had started to head to a seat beside MJ.

"Uh, I think I'll join you, MJ." Spider-man said and used his advanced agility to casually push Sam out of the way and sit besides her.

Nova scoffed and mumbled something about him being possessive.

Spider-man muttered something back about him being a cheesy flirt.

They talked for a while and over time they got to know each other pretty well... Well, as well as you could while keeping your secret identities in tact. And at that particular meeting, Spidey wasn't that talkative. He was busy tapping his fingers and being tense. Of course, he was distracted by his concern for_ her_.

Mary Jane stayed on the Helicarrier for a few days because: 1. She wanted to stay around the superheroes for a bit. 2. It was a good excuse to stay out of school. 3. S.H.I.E.L.D. recommended it. 4. And the last reason, which was the least of her concerns at the moment, was for her safety.

But even with all the cool tech and stuff there, Peter could very well see that she was sad from the look in her green eyes. He knew her so well. Even with her being such an incredible young actress, he could read her emotions.

It had been a few days since she had first been in the Helicarrier. It was lunch time, and Mary Jane had easily familiarized herself with the cafeteria. To, Spider-man's shock and dismay, she was sitting by herself and looking out of one of the windows. So, he sat in front of her, which seemed to have made her jump a bit.

"Oh. Hi." She said and smiled at him, looking humiliated.

"Hey. I'm sorry. I-I didn't mean to scare you." Spider-man stuttered.

"No. I know. It's okay, Spider-man. I was just thinkin'." MJ said.

He looked at her carefully. Her hair poured gracefully down her shoulders, the color bringing out her eyes as always. Her fingers were interlocking in both hands. S.H.I.E.L.D. had luckily supplied MJ with some extra clothes so that day she was wearing a dark denim jacket with a white shirt, pink pants, and black leather shoes. As always, she looked lovely.

After a moment, Spider-man asked "...Mary Jane, why are you... sitting by yourself?... You don't want to sit with the guys?"

"No. It's not that I don't like them it's just..." She sighed. "I wanted to just stare out into space. I don't mind talking to _you_ about it though."

"What's wrong?" He asked.

"Well, nothing's really_ wrong._ I'm just... Honestly, I'm kind of... Homesick." She admitted, looking down at her food, then at the superhuman in front of her.

"Oh... Well, that's understandable." He replied, a little hurt. He was naturally sensitive.

"Oh, it's not that I don't want to be with you! You're different... You see, my parents are out of town so I haven't heard from them much. I miss them. I've been in here for a little while and believe me I've had a lot of fun and stuff but... I miss being in the city." She confessed.

He felt a little better then. Well, of course, not because she was confessing her pain but because he wasn't the cause of it.

"Oh... So, you wanna leave then?" Spider-man asked, a bit uncomfortable with that idea. He wanted her to be just out of his reach so he could make sure she was safe. It was a bit obsessive of him but he had to make sure.

"Well, not necessarily. I just... I would like a break. You know. Some fun. Take a walk, watch a movie, maybe ... maybe some kind of thrill ride. Eh heh. I don't know." Mary Jane said.

An idea struck him.

"... A thrill ride, huh?" He said.

"Yeah. Like a roller coaster or something... Like that." She said.

"Like a roller coaster?" He said, a smirk growing under his mask.

"Yes."

"... Come on, MJ." Spider-man said and eagerly pulled her up out of her seat.

The girl blinked in surprise as he led her out of the cafeteria.

"Wait! I wasn't done eating!" She said.

"You barely touched your food, Mary Jane." He said matter-of-factly.

"...Yeah, you're right. I just- wasn't that hungry." She admitted.

"It's okay. It's most likely best that you didn't eat much." Spider-man pointed out.

"...Why?" Mary Jane asked curiously.

"You'll see." He said.

"Oh, gosh. Are we going to get in trouble?" She asked, not sounding very concerned about that.

"...Maybe. But- let _me_ worry about that. Just trust me on this one." He said.

The pair reached the top of the Helicarrier which MJ got pretty freaked out about. It was flying relatively low that day, maybe just a quarter-mile above a skyscraper. But it was still really high above the ground.

She stuttered, barely audible over the wind. "Uh, S-Spider-man, w-what are you doing?"

Automatically, she grabbed his hand.

"Do you trust me, Mary Jane Watson?" He asked.

"Y-yes, but..." She said and squeezed his hand.

"C'mon. You'll love it. Believe me. We've done this before, remember?" He asked.

"Right. But- we're high. I mean we're jumping off this thing!" She exclaimed, worried.

"It'll be okay, MJ. You will feel so much better after you try it. It'll be like a roller coaster, only better." Spider-man explained.

The girl looked at him, her worried look fading. She clung onto him tightly and he returned the embrace with one arm. He used his free arm to tilt his hand and spray a great long rope of web onto a building from his wrist. Then the prodigy bravely jumped off the Helicarrier, saying "here we go!". They swung through the air, in each other's arms, and Mary Jane let out a yell of excitement.

* * *

A/N: yeah. So I thought I'd put a cliffhanger there. LOL. I hope that got your attention.

Thanks for reading!

Remember, guyz! If you would like updates, please leave reviews! :)

I DO NOT OWN MARVEL, SPIDER-MAN, OR DISNEY. If I did, "Spider-ham" wouldn't have aired...


	6. Fly With Me

Fly with Me

Mary Jane had swung through the city with him before. It was just so different from the last time. She had been a bit reluctant that time because she been given not as much of a warning last time and he had "thwipped" much faster before. This time she had pretty much asked for it. Her heart flopped in her chest many times and the cool ambiance of New York gave her chills. Her muscles clenched and she shuddered often when they swung downwards. She hadn't been able to make up her mind about whether or not it was beautiful or absolutely terrifying.

Her mind was in a flurry of panic when she saw the swarming cars beneath them, hearing the sirens of police and buses honking and people shouting. It made her kind of dizzy.

But she wondered if, what with his strong arms so taut and protective around her like that, it was worth it all.

The girl yelled as they dove through the air and she struggled to cling onto her hero. She cuddled her head into his neck to feel safe and secure.

Mary Jane tried closing her eyes to feel less afraid but that only worsened it since she couldn't tell what was going on.

Peter loved the feeling of her in his embrace like that, flying through the city on his webs. He had to try to fight the feelings of how intimate it was. He had never given anyone a free ride like that before... Well, except that time MJ had been giving him an interview. He couldn't help but show-off. He was trying to fool himself into letting it be the last time but how could he leave all of this? Her head in his neck like that and her red hair flaring through the sky like fire. It was stunning. But she was so tense. So he tried to comfort her.

"Mary Jane..." He said.

His gentle voice managed to open her eyes.

Spider-man continued. "Look around. Look up."

She just stared at him inquisitively, wishing she could peek through that mask. But she forced herself to look up at the sky and the buildings. MJ gasped at the sight of the beautiful sunlight dancing on the city. It was so bright it nearly stung to witness.

"Keep looking up, MJ." He said.

Slowly, a gorgeous smile blossomed on her face. She laughed in disbelief.

He smiled at her under his mask, pulling her closer.

It suddenly didn't feel as cold in the air. A flood of warmth ran through them.

Mary Jane screamed happily but cringed as they nearly toppled over a car. She buried her head into his collarbone but relaxed some as they rose.

Distracted by all the physical contact, he started to fly higher so they didn't have the chance of falling to their deaths in the street. They sighed in unison and grinned at each other dreamily.

She laughed and Peter felt like he was sparkling.

"This is unbelievable!" She yelled in amazement.

His chest was pounding wildly. Mary Jane could feel it, too.

"Better than a roller coaster?" He asked.

Laughing, she exclaimed "better than a roller coaster!"

Spider-man couldn't help but share the laughter.

After a few minutes of swinging, he carefully landed onto the top of a building, almost tumbling over. He gently put her down on the ground.

"And thank you for riding Spidey airlines." He both sat down, worn out. They took a couple moments to catch their breaths but it was hard when they kept chuckling.

She giggled in astonishment. Her face was flushed and dazzled.

"Wow! Spider-Man, that was- that was amazing! I've never had that much fun in my life!" Mary Jane punctuated the sentence with a laugh and that gorgeous smile.

He sat criss-cross and supported himself by resting his hands on the ground.

"Ah. See? I knew you'd like it." Spidey said and buffed his fingers on his chest.

MJ hugged her knees to her chest and laughed softly.

"I could never get used to that." She said and pushed a red lock out of her face.

Peter wished he had stroked her hair out of the way but one wrong move and... He couldn't bare thinking about it.

"...Yeah. So..." He said and whistled.

"Wow. I wish I could do that, just be free and watch the sky and the sunlight on the city buildings... It's beautiful... Spider-Man, thank you. You don't know how much it means to me." She said.

"Well, I... Well." He stuttered and let out a nervous laugh. "You're always welcome, MJ."

Mary Jane shrugged.

"...Your voice." She said and sighed. "It sounds familiar but I just can't put my finger on it..." She tilted her head at him curiously.

He cleared his throat and made his voice deeper.

"Well, I don't know how I could possibly sound familiar to you." Spider-Man said.

"What's wrong with your voice?" She asked, concerned.

His shoulders sagged, resigning.

_Epic fail, Pete._ He thought.

"Ah, nothing." He said.

Finally. They were alone. No crazy spies, cameras, or snoopy superheroes. He could be himself without necessarily being the nerdy outcast at his school who no one really knew. It was time to open up.

The girl grinned and stealthily edged an inch closer to him.

"...How did you... become this way? What- gave you your abilities?" She asked, astonished.

Spidey sighed and cocked his head to either side, popping his neck.

"Ah, well, it's a long... Really weird story..." He said.

_It really isn't that long but it's really weird._ He thought.

She crept closer to him and looked at him innocently.

"Well, I've got plenty of time. You can tell me." She said and blinked.

_Oh, how can I say no to those eyes?_ Peter thought.

He ignored the question though, not wanting to take any risks.

"It's a great view up here, right?" He said.

She sighed and looked at the sky.

"Yeah. It's awesome." MJ said. "...Can I ask you some questions?" She asked.

Peter said. "Ah... It- depends on the question."

"How old are you?" She asked, rather straightforwardly.

"... About your age." He said.

"Ok..." Mary Jane said, looking pleased. "When you're not saving the world, what do you do? I mean do you go to school? Do you have a job?"

"Hey, hey. My turn, MJ. _I_ ask _you_ a question." He responded mischievously.

"Oh, okay. Well?" She said and raised her persuasive eyebrows.

"Are you going out with anyone?" He asked.

"No. Why?" She asked and tilted her head a bit, hopefully.

Spider-Man took a deep breath.

"Just- wondering. How are you doing?" He asked.

The girl chuckled and playfully nudged him.

"Hey! It's my turn to ask the question!" She retorted good-naturedly.

Peter chuckled.

"No, it's not, Mary Jane! You just asked one. Remember? It was 'why'." He said.

She smirked.

"You smart allack!" She said.

"So, how are you doing, MJ?" He asked.

She looked down at her feet for a second, beaming, then shifted her beam in his direction.

"I'm doing much better. Thanks to you." She said.

He put a hand on his cheek, mock-embarrassed.

"Aw, shucks, MJ." He joked.

"My turn... So. Are _you_ single?" She asked with a flirtatious look.

"Yeah. Why?" He asked.

Mary Jane pursed her lips slightly.

"Oh. Just wondering..." She said and laid down on the rocky ground, holding her head in one hand.

Spidey sat by balancing on his tip toes and hands, peering at her curiously. They kept slipping closer and closer somehow. Peter wanted to blame Mary Jane for sneaking up on him but he wasn't sure if it hadn't been his doing. He was close enough to smell her sweet, overwhelming scent that could make the toughest of men falter.

"Hmm. Yeah. I'm apparently a menace. I don't exactly get the girl." He said sarcastically.

She frowned.

"Why not?" She asked.

He gave a hissing sigh.

"Because..." He said and grimaced.

"Because why?" She sat up, looking determined.

"No one wants to go out with someone everyone calls a menace." He says.

Mary Jane narrowed her eyes.

"They don't want to just see for themselves?... Who you really are?" She asked even though she knew the answer.

"... Right. You're... Exactly right." He said.

_She just HAD to understand me so well._ He deemed to himself.

The beautiful girl gently put her hand on the Spider insignia on his suit.

Peter really hoped she couldn't feel his heartbeat.

Her eyes shone with sympathy.

"I know you're not a menace. _You_ of all people aren't." She said. "Who cares about what they say, Spidey?"

"Well, maybe it wouldn't bug me so much if J. didn't spread his lies to the FBI." He said, barely managing to conceal clues that she was making his endorphins sing.

"They'll eventually see that you're not a criminal. You've saved innocents probably a billion times, not to mention me. Don't listen to them." She said.

He knew Mary Jane was right but he was sensitive to other people's opinions, especially due to the bullying that went on at his school. He would need to heed her advice.

Her delicate hand was still over his heart and he had to muster all of his strength to resist throwing her into an explosion of kisses. That could never happen though. If someone saw them, they would be doomed.

_Just what I needed. A Romeo and Juliet story for my life._ Peter thought.

"Yeah. You're right... Thanks, MJ." He said.

A sweet little smile blossomed on her face.

"Hey. It's the least I could do after all the times you've saved me, web-slinger." She said with a dainty tone.

Spider-Man sighed and slowly looked at where her hand was.

"Uh." He stuttered, nervously chuckling, and took her hand away from his dancing heartbeat, holding it. Their fingers conformed and fit perfectly, intertwined. Her touching him would most definitely leave marks on him, leaving him longing for more. It tortured him, ripped and tore at his insides but it healed the scars that were there.

Mary Jane grinned at him and squeezed his stronger hand.

Reluctantly, he let go of it and cleared his throat. He loathed seeing her beautiful smile fade.

"Uh. Eh heh. So. My turn, right?" He asked.

She nodded.

"Right." She said.

"Yeah. So. What do you want to be when you grow up?" Spider-Man asked, feeling dumb.

She took a deep breath and grinned again.

"... I want to be a reporter for the Daily Bugle and an actress." She said bravely.

Peter smiled under his mask.

"Wow, MJ. That's great. I think you'd be great at those things." He said and sat criss-cross again.

She looked flattered.

"Yeah. Thanks, Spidey. But I don't know how I could possibly do both things." She said.

"Well... You- you don't have to do only one thing. Surely you can find some time to do both." He said.

"Yeah. You're probably right." She said. "Thanks... You always manage to cheer me up."

"I'm glad, Mary Jane." He said. His voice was barely louder than a whisper. "... Uh. It's your turn to ask a question."

She took a deep breath and sighed.

There was a moment of silence.

Peter Parker feared that things had gotten awkward.

But Mary Jane wasn't thinking that at all. Deep down, she felt super fluttery and warm, excited and just a bit nervous. She managed to fuel her energy with her nervousness and hide her excitement with her charismatic, melodramatic mask.

The girl reached for the place where his mask and suit met, starting to pull it off.

Peter gasped and snatched her hand.

"What?" She asked, not understanding why he wouldn't just trust her.

"You- you can't." He stammered, almost feeling frozen.

She grimaced and she just looked so fragile that Peter was afraid of what he had just done.

"Why not?" She asked.

"Its- it's not safe, Mary Jane." He said,before he felt a massive pang of speechlessness.

Every inch on her face said that she was imploring, begging for what they could never share. Just one kiss.

"Just so I can see your lips? Please?" She asked.

He didn't say anything. He was too dizzy to. So he just watched her as she motioned towards him. She gave him a comforting grin and carefully pulled his mask up just so she could his lips.

It took him a moment to realize what she was about to do and he was officially frozen. His muscles clenched stiffly.

Mary Jane gently put her hand on his cheek and he could feel her sweet and caring fingerprints on his skin through the mask. She closed her eyes and cocked her head, closing in to seal a promise.

He was curious and overwhelmed and horrified but he just waited. His Spidey senses were starting to itch in his head.

_Oh, gosh, please no. Think, Pete, think._ He thought nervously. But it was so hard to say anything to stop her especially since he wanted her to deep down.

Her lips were closing in and almost locked around his. He could smell her strawberry lip gloss.

"Spider-man!" A familiar male voice shouted.

She jerked back whenever Spider-man's invisible watch appeared with Nick Fury interrupting their moment.

The superhero winced in alarm.

"W-what? Nick! Can't you see I'm busy right now?" Peter snapped back at him, struggling not to squeak.

"Kid, what do you think you're doing? Did you really think you could sneak past our security? And with Mary Jane Watson?" He asked.

Spidey glared at the one-eyed troll.

"Well..." He started to retort.

Nick shook his head and said. "Don't even say it. Anyways. Criminals are wreaking havoc. You need to join the team and bring Mary Jane Watson back to the HELICARRIER."

Mary Jane shoved a lock of crimson hair out of her face and grinned.

She said, flustered. "I guess that's your call."

* * *

A/N: Sorry for the delays, guys!

So, anyway, I've gotten some inspiration from Spider-man 2 (which is sooo amazing by the way ^#^) and of course Ultimate Spider-Man. That was very helpful. And if you want awesome action scenes, one word: DUBSTEP.

Thanks for reading!

I know! They almost kissed! There is plenty of Romeo and Juliet-esque stuff in here! The star-crossed love! The "oh, just get together! You're killing me with the suspense" scenes. Hoped you enjoyed the fluff I threw in there.

Please review! ... Not to sound bossy... It would just be helpful.

-Lunarose the Dreamer


	7. City Trouble

City Trouble

Spider-Man brought the reluctant Mary Jane back to the HELICARRIER where some S.H.I.E.L.D. agents would watch after her. Peter still felt flustered. He couldn't believe they almost kissed! Oh, gosh. He knew that she was going to bring up the incident sooner or later. Luckily and unfortunately, Nick just had to interrupt their moment. Had he seen her try to peck him?

Irritated, he swung on his webs on his way through the city, searching for the rest of the team. Eventually, he caught sight of an explosion on the street that sent a couple cars bouncing.

"Ope! That's it!" He said and lowered himself with a few "thwips" to the road. The traffic was scattered all over the place. He gracefully landed in front of Powerman, White Tiger, Iron Fist, and Nova.

"Heya, guys! How's the party? Speaking of, got any fruit punch?" He asked playfully and put his hands on his hips.

His friends shook their heads.

"You're kind of late, webs." Nova said critically. He clenched his hands in fists and they glowed with a rich cobalt aura. Sam floated in the air and dodged a flying car that Powerman barely managed to catch, using his massive strength. He carefully placed it back on the ground.

"Sorry. I was kinda busy." Spidey said and ducked from what appeared to be a flying... ninja star. It hit the ground a few yards behind them and exploded.

The teen superheros jumped away from the blast and black debris rained down on them like dark snow.

White Tiger scoffed at Peter.

"On a date with your girlfriend?" She asked and casually sliced another flying ninja star in half. It fell, powerlessly.

He scoffed and shook his head.

"She's not my girlfriend!" He squeaked.

Iron Fist calmly eyed him and pointed at his face.

"Uh, web-slinger, why is your mask pulled up like that?" He asked with that cool tone.

Peter blinked at him innocently before remembering that Mary Jane had pulled his mask up so his mouth was visible (and kissable). Instantly, a flood of red rushed over his face. He nervously chuckled and pulled his mask down. The boy stuttered incoherently.

White Tiger sighed, annoyed.

"Whatever, dork, just pay attention to what's going on! Those ninjas are trying to rob that bank!" She exclaimed and pointed at a few men with strong physiques.

They were clad in black outfits consisting of baggy pants with boots over them, tunics, and the traditional Japanese ninja masks.

A few were rushing inside of the bank and a few others were distracting the teenage heroes.

One of them leaped onto a halted truck then jumped in front of the White Tiger. He reached for a sheath that was at his belt and pulled out a shimmering blade.

"... That's new." She said.

But she made a ferocious pose and let out a hiss. The heroine managed to dodge the blows and even parry some of them with her claws.

Iron Fist let out a warning yell and lunged through the air, his fist glowing golden. He punched one ninja so hard that it landed onto his back about three yards forwards. The warrior, resilient, hopped back on his feet and somehow managed to sneak up behind Danny and kick him forwards, knocking the wind out of him. He gasped and blinked in surprise.

Powerman ran to his aid and helped him get on his feet.

"They are... Masters of chi." Danny said and brushed himself off.

"No kidding, dude." Luke responded and shook his head.

Nova fired some blue bolts at flying ninja stars to protect himself and the team. But one blew up in front of him, knocking him backwards.

Spider-Man used his webs to soar through the air, motioning towards the bank. A couple ninjas jumped out of it, their hands full of bags of money.

"Somehow I don't think you earned that!" The arachnid-themed hero shouted and used his webs to take the bags out of their hands.

They were soundless but that only made them more menacing. Why? Because it made them less predictable.

One kicked at Spider-Man's neck but he flexibly flipped backwards to dodge it. However, the other threw a ninja star at him. Using his Spidey senses, he snatched the star and flung it back at the two ninjas. They flew through a wall of the bank.

Spidey popped his neck.

"Sorry, fellas. But red is the new black... And so is blue." He said cockily. "Alright." Webs turned his head, seeing how his friends were finally beating the warriors and decided to head inside the bank, sensing something was still strongly amiss. "So, what do we have... Oh..." His eyes tripled in size when he saw it. A ninja, much larger and more muscular than the others. He was at least eight feet tall. Compared to the strong ninja, Spidey appeared quite, well... Petite.

"Oh... Okay. I'm going to guess you're the boss!" Spider-Man said and gulped. But he got in a fighting stance, preparing himself.

The ninja boss got in a fighting stance as well and, naturally, was the first to attack.

Spidey instinctively ducked and somersaulted out of the way.

He jumped in the air and punched up the ninja's jaw, sending spit shooting into the air. This caused it to stagger but it didn't even grunt.

Peter blinked.

"...Is that an awkward silence I hear?" He asked, jokingly.

Furiously, the warrior punched the much shorter Spider-Man. The hero cried out in agony and hit the floor, all the way across the room so that he almost went flying out of the door.

_Alright, attack of the killer giant fists! _He thought in panic.

Still, though, his friends weren't around so he had to stop the leader.

He took a deep breath and used his hands to bounce back on his feet.

"Alright, big guy." He said and cracked his knuckles. Spider-Man used his webs to pick up two tables and sent them hurling through the air at the titan of a ninja. But he simply cut through them with his massive hands. Remnants of the wooden tables fell through the air and Peter covered his head with his arms. When it was safer, he stopped shielding himself.

"Okay. Yeah. I am _so_ not paying for that." He said, sassy.

The ninja tore out a safe from the wall and threw it in Peter's direction. Then, everything faded into black...

* * *

A/N: Oh, no! Peteerrrr! Is he okay?

So, ya digging the ninjas? I certainly hope so. Yeah. I strongly doubt they're ever in the show. I couldn't think of any cool villains that I actually wanted them to fight so I just... made some up. Cuz... That's just how I roll. Hope you guys didn't mind. :)

I know that one was kind of violent... I mean Spidey just got crushed by a flying safe... So, if it's too violent for K+ please let me know if you think so. ;)

That one wasn't really romance themed but it will have a point. You'll see. *Hint, hint* *wink, wink* I also needed the practice for action scenes. I think I'm better at shocking, sad, scary, and romantic scenes.

Responses to Reviews:

thedanavashipper: LOL. I'm so glad you think so! Thanks for reviewing! XD. Yeah. I got the one-eyed troll from the show so it's not entirely mine. So glad it made you happy! ^^

katie: Wow! That's so sweet! Thanks! I'm glad you think so! & LOL. I needed something to interrupt their moment so I thought Nick would be purrfect for the job. Mwahahaha. :D

Please let me hear your thoughts guys. So far, you guys have been wonderful at leaving feedback! Thanks for the lovely ideas and honest constructive criticism! Please keep it up! I usually respond to reviews! If I didn't respond, just know I'm very thankful! So thank you!

- Love,

Lunarose the Dreamer


	8. A Rock and a Hard Place

- A Rock and a Hard Place -

Nova flew towards the bank while talking to the others.

"Hey. Did you guys see Web-head anywhere?" He asked.

Powerman said with a shrug. "I don't know. I was too busy focusing on my own fighting."

"Ditto." White Tiger said. "Come on, guys. Let's follow Nova!" She exclaimed and sprinted into the bank.

The others joined her.

"Alright. Where's Web-brains?" Nova asked and used his blue blazing hands to light up the darker areas in the room. To Sam's surprise, a tall figure manifested from the shadows, swinging a large blade. Nova twitched and flew backwards. "Whoa!"

They team huddled together in muted fear.

"O. M. G." Luke said.

"W-whoa." Sam stammered.

Ava glared at them.

"Guys! We've fought much bigger guys than that!" She scolded.

"Yeah, man. But look at the muscles." Powerman pointed.

"So? Come on! Less bark more wag!" Tiger exclaimed and lunged at the huge ninja with a ferocious cry.

Iron Fist's hand glimmered in platinum flames.

"Listen to what you know not what you fear." He said and jumped in the air to kick the warrior. The ninja swung his sword at Iron Fist which he dodged.

Nova and Powerman sighed and shrugged at each other.

Sam hovered in the air, exploding like a supernova, and shot bolts at the ninja. Some of the projectiles hit him but a few were deflected with his sword.

Nova absorbed one of his blasts with a yell, becoming supercharged, and used a giant blast to knock the big guy over.

The team got together, waiting anxiously.

"... Where's Spidey?" Powerman asked.

They looked around.

"I- don't know." Sam answered.

"Well, we have to find him! We need him!" White Tiger panicked with such a passionate tone that the others looked at her suspiciously.

They stared and blinked at her.

She blushed under her mask.

"...What?" She asked angrily.

The boys of the team looked at each other, then at Ava again.

Nova smirked.

He joked with an English accent. "...Is this _love_ I hear, White Tiger?"

"What?!" She exclaimed and clenched her hands in fists. Her mask was practically tinted in humiliated red. "Ewww! No!"

Nova laughed at her reaction.

"Superheroes in love!" He yelled teasingly.

Ava continued to defend herself. But her voice got higher pitched than usual, only to make the truth more obvious. "No! That's- that's not it! Look- i-if we don't find him... If Fury finds out-"

_"Ungh..."_

The team jumped in surprise.

"What... was that?" White Tiger asked.

"I don't know. It sounded like a zombie." Powerman said.

"Oh, gosh. Ninjas and zombies on the same day? That's new." Nova said. "Wait! What if the ninjas _are_ zombies?... Cause that would be awesome!"

White Tiger rolled her eyes.

"Boys..." She muttered.

The groaning continued. _"Ungh..."_

"There it was again." Powerman said, pointing out the obvious.

Iron Fist walked around the room, listening for the source of the sound.

"It sounds as if a lost soul is crying out for help." He said softly and dramatically.

Sam shook his head.

"Lost soul nothing." He joked.

_"Uhn..."_

"Definitely sounds zombie-ish to me." Nova said elfishly.

Powerman noticed something. It was a large safe that was on the floor. It sounded like the moaning was coming from that direction.

Luke asked. "A safe? How could we have not noticed that before?" He got down on his knees by the removed object.

_"Ugh..." _

Powerman gestured for the others to come over. He called. "Hey, guys! The sound is coming from underneath this safe! Come give me a hand!"

The other team members rushed over and sat down beside Powerman. They worked together to lift the safe off the ground and tip it over with a loud BANG!

Their ears were ringing but it was worth it because they found that their friendly neighborhood Spider-Man had been stuck underneath.

White Tiger gasped and sat on her knees besides her unconscious friend.

"Spidey!" She yelled.

"Whew. Ouch." Powerman said sympathetically.

Nova shook his head and folded his arms proudly. "I was definitely right. It most certainly is a zombie."

Ava leaned her head on the Spider insignia on his suit to listen to his heartbeat. She grabbed his hand to feel his pulse.

"Is he alright?" Iron Fist asked.

Spidey turned slightly in his sleep.

"No... _No..._ Aunt May... It's too late for pancakes... I don't want any." He mumbled in his sleep.

His friends looked at each other and stifled their snickers.

"...Alive? Yes. Alright? Most likely no." White Tiger answered.

"Oh, man. He's going to have some massive bruises." Luke Cage said.

"Ungh... Ouch." Peter moaned.

Nova peered at him curiously. "Hey, guys. I think he's coming around."

* * *

Peter Parker felt like he had an immense weight on his entire body. No matter where he moved, it hurt. There was a pinching pain. Everything was murky and incoherent but he was seeing stars. He felt something on his chest for a moment that didn't hurt so much and something touch his hand.

The superhuman groaned and opened his eyes.

"Ungh... Ouch..." He croaked.

A familiar voice said, sounding far away. "Hey, guys. I think he's coming around."

His eyelids were straining to open. Everything was blurry at first, like he was looking through mist. Finally he could see clearly. There was someone touching his hand. It was-

"...Ava?... What...? What the_ heck_ are you _doing_?" He uttered.

"...Uh." She responded and backed away from him so they weren't touching.

Nova and Powerman smirked at each other and softly chuckled.

"Awkward." Nova said musically.

Peter tried getting up by supporting himself with his hands but he shuddered and laid back down.

"Uh. I was just feeling for your pulse." She answered.

"Oh. Good idea." Spider-Man said with a thumbs-up.

Iron Fist smiled.

"Love drives the heart to do wonderful things." He quoted serenely.

This caused Luke and Sam to laugh out loud.

Ava scoffed.

"Ugh! You guys, shut up!" She said.

Peter asked, his voice rusty. "So... Did you guys beat them? Did we win?"

"Yeah. Don't worry. We got them." White Tiger said.

"Good." Spider-Man said then sighed. "... You know they weren't just ninjas, right?" He asked.

"What?" The others asked in unison.

"Yeah... They're... They're AI." He said.

"What the heck is an AI?" Nova asked. "Where's the geek translator?"

"AI: Artificial Intelligence." Spider-Man answered.

White Tiger said. "You... You mean they're-"

"Robots. Androids. Yes." Spider-Man said.

"And you know this... How?" Nova asked.

Spidey tapped his own temple.

"Science nerd. Remember?" He said. He tried standing up again but grunted in agony and fell back. Powerman barely caught him in time and gently laid him back down.

"Hey! It's alright. I've got you. But just take it easy. We're going to take you to the Helicarrier." He cooed comfortingly.

Spider-Man said. "Thanks, buddy. You've always got my back."

"No prob."

"Uh..." The web-slinger pointed one shaky finger. "Maybe before we go you should make sure that robo-ninja is _really_ out of commission."

The superheros turned to face the rising ninja. He reached for his titanic blade and prepared to attack.

Powerman looked at the fallen safe then at the ninja.

"You're not the only ones with muscles, big guy." He said.

He picked up the fallen safe, mustering all of his strength, and threw it at the robot with a loud cry.

This caused the ninja to fall backwards, knock into a wall. It's robotic head popped right off, glittering in sparks.

The team sighed in relief.

"Good job." Spider-Man complimented and gave two thumbs-ups.

"Thanks, man... So, that guy threw a_ safe_ at you?" Powerman asked, in shock.

"Yup. Yup. Just a typical day for moi..." He said. "Yeah. It was the most dangerous safe there ever was."

His friends groaned at the pun.

Spidey shrugged.

"What?" He squeaked innocently. However, he knew it exasperated the mess out of them when he did that.

"_Let's_ just get you back to the Helicarrier, web-slinger." Iron Fist said.

* * *

Spider-Man had been carried to the nurse in the Helicarrier. She found a bunch of huge bruises on his skin and some bones were broken. But Peter refused any bandages or anything to help heal them. He explained that he would have his bones healed in most likely the next day. There wasn't a point.

So he laid on the hospital bed in there for a while, just thinking. The nurse was out for dinner and the door was shut so he had some good alone time. It had been a few hours since he was rescued by his team and he was already feeling better.

He thought about Mary Jane.

Where was she?

What was she thinking?

Did she think that he didn't like her back?

Did she know his secret?

He moaned sadly.

There was a knocking that caused him to jump back into the present.

"Uh- yes?" He asked.

"Hey. It's MJ. I heard about what happened. Can I come in?" She asked.

His heart thumped. A warm feeling washed over him.

"Uh, yeah, sure." He answered.

The door opened and in came a lovely Mary Jane Watson. She shut the door behind her and shot Peter a sympathetic smile. He felt stunned. She seemed to get more beautiful every time he looked at her. She walked up to him and half-frowned half-grinned.

"Aw. Poor Spider-Man." She said and pulled up a seat which she sat in.

Spider-Man looked at her, adoringly.

"I'm glad you could stop by, MJ." He said.

"Well, I'm glad that you're glad." She responded.

This caused him to laugh. She laughed with him.

"So... No splints or anything?" She asked and squinted at him with her piercing jade eyes.

"Nope." He answered.

"Why?"

"Because I can heal super fast. I'll be fine by tomorrow at least." He said and sighed. "I'm Spider-Man."

Mary Jane blinked and nodded.

"That's..._ amazing..._" She complimented and gawked.

"Thanks, Mary Jane." He said casually. His voice was soft. He was so drained.

The teenage girl sat beside him on the hospital bed.

Peter tensed at this.

"So... What hurts?" She asked with a sad yet inquisitive look.

"Oh, everywhere." He said.

Her grimace grew but there was a hint of a grin on her lips.

"Aaw." She said.

His cheeks got hot. She was worrying about him.

He nervously chuckled and said. "I'm really okay, MJ. This sort of stuff happens every now and then to superheros. You get kinda used to it."

The girl edged closer to him and he felt a cloud of heat swell around him. Ever-so lightly, she put her hand to his cheek.

"Does it hurt here?" She asked him delicately.

Peter sighed, feeling so soothed with her there and at the same time so roused.

"No..." He answered.

Mary Jane smiled at him sweetly and gently stroked his face, tracing his cheekbone.

_Aaw, yeah._ He thought but he only kept sighing.

That made the pain go away. He felt physical euphoria instead of agony. Like there was sunlight flooding over him. But his emotions were a web of madness.

"How does that feel?" She asked as she caressed his face lingeringly.

"...G-good. Very nice." He stuttered.

Her face glowed with adoration.

"Good." She said. "Do you think it would hurt if I hugged you?"

"Not at all..." He murmured.

She carefully put her hands on his strong shoulders, then pulled him into an affectionate hug.

She said. "Awesome."

Limply, he couldn't help but rest his head on her shoulder. She didn't seem to mind. She put her head lightly against his shoulder, holding him close so that he could feel her energetic pulse. He felt her long eyelashes flutter for a second. Being so close to her like that, he felt like nothing would ever lay a finger on him. He felt so safe. And even better he felt like he could trust himself to keep_ her_ safe. But he had to do that by not falling in love with her...

_Oh, this is just great..._ He thought, half-sarcastically. _Mary Jane, how did you do this to me?_

"You've worked hard today, hero. I think you deserve a hug." The girl said softly.

He smiled under his mask.

"Thanks, MJ. I needed that." Spider-Man said.

She giggled quietly.

"How long will you stay here?" He asked.

"For as long as you want me to." She said.

He looked her in the eyes.

"Mary Jane, you have a life beyond the Helicarrier. You have a family and friends... Not to mention school... You _can't_ worry about me." He said.

Stubbornly, she said. "Just a little longer."

"...Okay." He said. "... I'm glad that you're here."

She smiled.

"You are?" MJ asked.

He nodded which hurt his neck.

"Of course... Like I said before, I'm a big fan." Spider-Man said.

Her smile grew even more and Peter felt joy jolt up his chest.

"I'm a big fan of _yours."_ She said. She looked down at the Spider insignia then into his large white eyes. "...Do you want me to stay right here with you?"

"... Mary Jane, this is a hospital bed. It's not the most comfy thing to lay on. You should go in your room." He suggested, but deep down it would help him rest better if she was there.

She brushed it off and shook her head.

"Spidey, I don't really care about that. Do you want me to stay or not?" She asked.

"MJ, don't take it the wrong way. I'd like for you to stay with me but I'd rather you be comfortable." He said.

"But I _am_ comfortable." She said with a shrug.

"MJ-"

"So it's settled then. I'll stay right here." She interrupted before he could go on.

He moaned.

"... Stay at your own risk. In my sleep, I might kick you out of the bed..." He warned. "...Through the wall."

Mary Jane only laughed at this.

"No you won't. Just shush, you." She said. "... So, do you feel better?"

"Yeah. I feel much better. Thank you." He answered.

"Then why are you so tense?" She asked, squinting her eyes curiously.

_Because I'm not supposed to do this! I can't! _He thought, panicking.

"Because..." He began, his voice raspy. "I just got hit with a safe earlier."

"Aw, I know. Come here." She said and held him close to her again.

He relaxed somewhat. Her touch was like magic.

He thought. _Great. So I got crushed by a safe... The perfect excuse to be hugged by Mary Jane... So worth it._

They were silent for a good long while, only thinking about how it felt to be so close.

Peter breathed up the scent of her. It was too sweet to fight.

Suddenly, Mary Jane sat up. She pouted.

Spider-Man, panicking, grabbed her wrists.

"What is it, Mary Jane?" He asked.

She got off of the hospital bed and sat on the chair. The girl acted casual as if nothing had happened.

"Umm..." Peter said, pondering.

The door creaked open.

A man in a leather coat with a black eye-patch stood seriously in the doorway.

"Oh. There you two are. Mary Jane, it's past curfew. You need to go in your guestroom." Nick Fury said firmly.

_We have a curfew?_ Peter thought.

She laughed.

"Oh, of course. I was just on my way." She said. The words were so natural Peter almost believed them. Then he reminded himself that she was an awesome actress.

The girl stood up, smiling, and waved at Spider-Man.

"See ya, later, Spider-Man." She said.

Peter felt like he had been slapped across the face.

"Yeah... Goodbye, MJ." He said sadly.

She gave him one last sad glance when she walked out.

Nicholas Fury shook his head at Spider-Man and shut the door.

* * *

A/N: Yes... You may have guessed. Peter got hurt for wump. For fluff. :)

Hope you guys enjoyed the fluff and action!

Disclaimers: I don't own Ultimate Spider-man. The quote "listen to what you know not what you fear" is an actual quote that I got from a... Yes. A fortune cookie. ^^ I just found the quote last night.


	9. Peter

-Peter-

The next day, when Spider-Man was all healed up, the teenager walked into his personal room in the Helicarrier and locked the door behind him. He trudged over to a mirror on a table and carefully peeled off his mask to reveal a once-normal boy. He leaned on the table with his hands and let his eyes fly over his reflection.

The boy was handsome. He had brunette hair that was slightly messy. It complemented his innocent blue eyes, framed with little lashes. His skin was fair peach. His face was attractively angular and his cheekbones were high. Peter Parker was not used to looking at himself this way. He was accustomed to the nerdy glasses and plain clothes, the thin form, not to mention the occasional blemish teens faced so often. So he explored his face, searching for flaws. There were only the slightest traces of purple under his eyes from fighting crime at night.

His vision became full of his muscular form, five foot eight.

His throat felt swollen with his frustrations. It was hard to talk, to push through the walls.

"I'm Peter Parker..." He murmured quietly to himself. "My parents died before I ever really got to know them. I live with my Aunt May. I get picked on almost everyday. Not many people know who I am. Then things finally started to change. To get better... And a whole lot worse." His voice was cold and bitter sounding. He looked down at his suit darkly. "That was so when Uncle Ben died... Now, I don't have many people left to protect. My friends, my Aunt, and... Mary Jane Watson. But I know that in order to keep them safe..." Peter took a deep breath. "In order to keep _her_ safe... I can never let her know."

It ached so badly. He couldn't look at himself. He huffed out a deep breath.

"I need to call her. I need to tell her to go home. Every second she's around me... around Spider-Man especially, she is getting in more danger..." He uttered and slipped his mask back on. He grabbed his phone and dialed her number.

After about ten seconds of waiting, the girl picked up the phone. She almost always had it on her.

"Hello?" She said.

Her voice sent pangs of warmth down his spine.

He did his best to act convincing.

"Mary Jane! It's Peter!" He exclaimed, in excitement.

The girl gasped.

"Peter? Oh, my gosh! I'm so glad to hear from you!" She responded, equally as pumped up.

He blinked in surprise. For some reason, he hadn't expected so much enthusiasm from her.

"...R-really?" He squeaked.

She laughed beautifully.

MJ continued emphatically. "Of course, Pete! I've missed you so much! You're my best friend! Plus I thought I was done for when I was snagged by Doctor Octopus! I didn't know if I'd get to hear your voice again!" She punctuated it with a few of her lovely giggles.

Peter chuckled, his cheeks blazing gently.

"Oh, MJ! I'm so happy you're okay!" He practically shouted into his phone. He edged into the corner of his room, falling onto his bed casually. He'd probably need to lay down while talking to her like this.

"Me, too, Peter! Oh, my gosh. It's been so crazy!" She said.

He continued. "What happened?! Are you okay?! Are you hurt?"

"Oh, no. I'm perfectly fine! Really, Petey. I just had anesthesia. Other than that I'm flawless. Really. Spider-Man saved me." She explained, still giggling happily.

Peter sighed in relief, beaming brightly. He felt relieved to have her call him Peter after what felt like a long time.

_And expect so little from me... _He deemed to himself.

He continued. "That's amazing, MJ... Wow. I feel so much better now. I was _so_ worried!"

He could imagine her shaking her head at that.

Mary Jane said. "I'm sure you were, Peter. You worry a lot."

He smirked. But he couldn't keep from stuttering, couldn't keep his tongue from tripping so much. "So. Where are you, Mary Jane? Can we- can we hang out? I really want to s-see you."

Peter could feel her smile at the end of the line.

"I'd love to. That would be great. I, uh, I'll get to my house today. Want to hang out there?" She asked.

"Yes. That's perfect. I can't wait. Really!" He said, his awkwardness overcoming him.

Spider-Man ran a hand across his forehead anxiously.

"That's awesome. I'm excited. When?" Mary Jane asked.

Every syllable of hers seemed to be more sweet than the last.

"Uh, well, let's see. It's about twelve now... How about at... Two twenty?" He asked. "That way you have time to be by yourself and, you know, get ready before his nerdiness arrives."

This caused her to burst out laughing.

"Oh, gosh. Pete, I've missed you so much. Yeah. Two twenty. That sounds perfect. Well, I've got to go get ready. I'll see you there!" MJ said.

His heart squeezed with longing in his chest.

"Alright. S-see you there." Peter said.

She hang up first.

He let the phone drop on his bed. Struggling to contemplate things in his head, he stared at the ceiling.

Peter had turned back into Spider-Man.

A couple minutes later, there was knocking on the door.

Spidey got up from his bed and walked to the door. He opened it cautiously.

A smiling Mary Jane stood in the doorway. She stroked one rose red lock out of her face.

"Hey, Spider-Man." She said and tilted her head to the side innocently. The girl wanted something.

Peter had to catch his breath under his mask, hypnotized. But he swallowed his shyness.

"Hey, MJ. What's up?" He asked.

Her jade eyes fluttered persuasively. "Can I catch a ride?"

* * *

Spider-Man carried her through the city of New York. It was a sunny day. There were very few clouds in the sky. That made things seem more promising. It was always the most brilliant thrill ride for the both of them.

"And- here we are!" Spidey said and safely landed, gently returning Mary Jane to the ground.

She sighed, grinning, her hands still on his strong shoulders.

His arm was still around her waist. It looked like they were getting ready to dance.

The girl, recovering from adrenaline, laughed softly.

"Thanks, Spider-Man." She murmured.

They're faces were close by mere inches.

Their hearts were beating against each other.

Peter inhaled a sharp breath and tilted his head back a bit.

"You're welcome, MJ. Why, it is my pleasure." He quipped with a funny voice. Somehow, it helped him calm down.

She chuckled.

"How can I thank you?" She asked. Her flirtatious eyes looked him up and down.

The superhero sniffed and reluctantly let go of her.

"Just... stay safe. _Please._" He said.

MJ chuckled and winked at him.

She responded. "Now I can't make any promises."

He laughed with her, good-naturedly. But her winking at him made him feel... dazzled.

"Hey, Spidey? Do you think you could tell S.H.I.E.L.D. that I'm in my room or something like that? Make sure they don't know I'm home?" She asked.

"Yeah! Of course." He answered with a nod.

"I really appreciate it." She said.

Then she did something that was somehow unexpected.

Mary Jane got close to him and pressed her lips against his cheek.

Peter tensed, amazed. The kiss seemed to pleasantly burn into his skin, even under the mask. He felt his heartbeat quicken dangerously. He wondered what impact it would have on his senses if she pressed her lips against his. He wiped the thought from his mind.

_Relax, Pete. It was just a "thank you" kiss. A kiss of friendship. _He thought, struggling to calm down.

"Thank you, Spider-Man." She said.

"You're- you're welcome, MJ." He nervously chuckled. "If you ever need anything, just holler at me. My Spidey senses will pick you up." He said and winked at her but recalled he was still wearing his mask and felt stupid.

She nodded.

He shot one web at a building in the neighborhood they were in.

"Well! That's my cue! See ya, MJ!" The web-slinger exclaimed and swung on his webs to the city.

Mary Jane waved at him. She smiled but was sad to him leave so soon.

"Bye, Spider-Man!" She said. Just when he swerved past a building, a thought occurred to her. "Hey! Wait! Spider-Man! What's your..." But it was too late. He had already disappeared around the corner of a house. He most likely couldn't hear her over the whistle of the wind and his webs. "...Number?" She said and blinked. Then, MJ shrugged it off and went inside her house.

It was vacant.

_Thank goodness. _She thought. The last thing she wanted was to have a surprise visit from her parents who couldn't go five minutes without arguing. Oh, if Peter had witnessed one of those, he probably wouldn't have wanted to even come to her house anymore. He was sensitive and timid.

_Peter. _She thought. A wave of warm nostalgia rushed through her veins. Her childhood friend whom she hadn't seen in about a week. She really missed him a lot. The girl had thought about him about as much as she thought about Spider-Man. Now why she couldn't quite comprehend.

Only a little before Uncle Ben died, his vision had supposedly repaired itself. Thus, he didn't wear his glasses anymore, revealing a stunning set of baby blues. Not only that but he wasn't super skinny anymore. He was more fit. Mary Jane couldn't help but notice it all and secretly stare at him. He really was charming. How could she have not realized it all before? Pete was still the same awkward kid but he just seemed so different all of the sudden. It wasn't necessarily bad different though. MJ just wasn't used to seeing him that way.

She was oh-so eager to see him, to hold him close to her, to talk to him. She wanted to see him smile and hear his all too familiar laugh.

Oh, she could easily recall the diminished look on his face when his beloved Uncle Ben had passed away. He didn't smile for weeks, maybe even months. Mary Jane had hugged him. A lot. Very tightly, too. She shared his pain so easily but she had tried to stay strong for him. The girl had let him cry on her shoulder, his tears staining her shirt. But for once she did not care. This was Peter Parker, her best friend since they were very young. MJ had rubbed his shoulders, given him pep talks, and hung out with him. She did everything in her power to try to get him to smile, too soothe his heartbroken soul. She told him that Ben was in a better place, watching over him. That didn't do much. MJ wanted to tell him that everything would be okay but... It wouldn't. Benjamin Parker was gone. He was lost forever. He would never come back. It was impossible. She even remembered Peter looking so guilty. As if he could've done something to stop it. She wondered why. And she knew that deep down, the death still rattled his insides and ate at his broken heart. She wished he would open up about it.

"Oh, Peter..." Mary Jane mumbled to herself gloomily. She decided to get ready for his little visit.

The girl changed from an outfit S.H.I.E.L.D. had given her (which she had forgotten to return) and into a lovely fuchsia babydoll top with a black poufy skirt that reached her knees with gray flats. She wasn't sure what was she getting so dressed up for. It was only Peter. They were supposed to be best friends. It wasn't like they were going out. She was just in an excited mood.

Before she knew it, she could hear someone's footsteps on her front porch. A grin crossed her face. She already knew who it was.

Mary Jane made it downstairs when the doorbell rang.

"Coming!" She called. Happily, she opened the door.

Peter was there. He was a bit early. He must've been excited like she was. The boy was clad in blue jeans, a white and blue pinstriped shirt over a gray tank, and sneakers. There was a backpack on his back. One of his hands was behind his back. A boyish grin grew on his face and MJ couldn't help but feel her heart race a bit more.

"Peter!" MJ said. She beamed blindingly and threw him into her embrace. As much as she adored her Spider-Man, nothing was more refreshing than hugging your best friend since childhood.

He softly laughed and hugged her close to him. He breathed up her amazing scent. He couldn't tell if it was natural or perfume. If there was such thing as a utopia, Peter was certain that it would smell something like her.

Peter managed to erase any signs that she had just pecked him on the cheek earlier. But he felt like there was an invisible stain where her lips had touched him, a stain he could never wipe off.

Mary Jane parted from him and put her hands on his elbows.

"Oh, Peter, I'm so glad you're here!" She exclaimed enthusiastically.

"Me, too, MJ! But, ugh, can you please not touch my elbows... They're kind of sore." He said. He still had some massive bruises from yesterday.

She grimaced and grabbed his wrist so she could examine his arm.

"Oh, my gosh, Peter! Did you get beat up?" She asked, horrified. Then she glared strongly. "Was it Flash Thompson?"

His eyes went wide in denial. Peter backed away from her a bit and held one hand in the air as a gesture to calm down. Oh, gosh. He needed to come up with an elaborate lie quickly. Why hadn't he bothered to wear a long sleeved shirt to cover the bruises up? Sweat formed in beads on his head.

"No! MJ! I, uh..." He tapped his foot anxiously. "Just tripped on something in my room and got pretty banged up. Eh heh." He shrugged, embarrassed.

"Oh." MJ said in relief. That was her Pete she knew and loved alright. A little smirk grew on her face. She poked Peter in the chest which made him wince but he grinned. "Well, you really should be more careful. You had me scared there..."

Peter grinned nervously.

"Heh heh. Sorry." He said.

She looked at him suspiciously. _Weird. Is everyone I like getting beat up these days? Spider-Man was beat up, too..._ She thought.

Mary Jane leaned on one side to try to see what it was Peter was trying to hide. She smiled mischievously.

"Pete... What's behind your back?" She asked and playfully glared at him.

He blinked in realization and gasped.

"Oh! Right. Well, I kind of- brought you a little something..." He said and pulled something out from behind his back.

MJ gasped in awe.

"Aw, Pete, you didn't need to..." She said, scarlet flying across her face.

He smiled bashfully and offered her the lovely bouquet of flowers he had bought with his own money. The flora were of every color imaginable. There were some roses which Pete had bought because they reminded him of her vivacious hair. As much as Peter meant it in a friendly way, he couldn't help but feel like he was flirting.

"I thought you might need it. You know... After you got kidnapped by Doctor Octopus and everything." He said with a little shrug and a wink. His voice was so shy and little. He was scared, for some reason afraid that she'd be mad.

Mary Jane couldn't help but find that so adorable of him.

She gawk-smiled and took the bouquet from him gratefully.

"Oh, Peter. I _love_ them. That's so thoughtful of you. You really are a good friend." She complimented and gave him another brief hug.

He chuckled but sadly thought. _Yeah. Friend. Friends _**only**.

"That's great, MJ. I was worried you... You might take it the wrong way." He stammered. There was a little Spidey conscience in his head telling him to man up.

"Oh, no. Of course not... We're just friends." She said, pretending not to be offended by it. Not offended that he gave her awesome flowers of course. For a moment she felt a thrill, a hope that maybe they could... But no, of course not. Peter had changed on the outside but was still shy, full of secrets.

He nodded, not making eye contact with her.

Mary Jane let her face linger over the striking blossoms and sniffed them. They almost smelt as good as Peter did.

_Oh, gosh, MJ. What's happening? _She thought to herself.

But she put her actress face on like she wasn't concerned.

"Well, come on in, Peter." She said and led him into her house.

_Here we go. _He thought.

* * *

A/N: Finally. A chapter with Peter. This will help lead up to the issue of MJ falling for her best friend.

Please have patience, my dear readers. There will need to be some chappies with Peter and MJ a long with Spidey and MJ before they start kissing and all that fluffy stuff. :)

**Responses to Reviews: **

**girl: LOL. I agree with you on that. :D I'd have to say Danny is quite adorable. He's one of my fave characters. *It especially helps that his voice (Greg Cipes!) is also the voice of BB on Teen Titans* Thanx u for reviewing!**  
**Bulgarian Fan: I'm so glad you enjoyed it! Thank you so much! :D I would love to get Ava and Danny together. I'm glad I'm not the only one with that idea! I will try to come up with something. And I'm sorry I couldn't update sooner. :( I was feeling kind of blah. Kisses from the US! :D**

Please forgive me if I didn't respond to your review. I am so thankful for them. I just may not respond because I don't feel like it or IDK what to say.

So what do you guys think? Should Ava and Danny get together in this? Or should I do a separate fanfic with them together? :3

Please, friends, if you have any suggestions, whether it's for settings, dialogue, characters to include, songs, or outfits or whatever please let me know! If I like your idea, maybe I'll include it in the story! XD But I'll have to be honest if I don't like it so please don't feel offended. I have used/ am using ideas from GoldDragonNinja (for outfits and a scene that will appear later on), UltimateSpidey for showing Ava's crush on Pete, MASTER-OF-SURPRISE for MJ meeting the team, and I may have Ava and Danny get together later on in the story, thanks to girl and Bulgarian Fan! :D

Remember! If you wish to find out what happenz next, please let me hear your thoughts! Arigato gozaimasu! Love you guys! :D

Sincerely,

Lunarose the Dreamer

P.S. Does it bug anyone when MJ calls Peter Tiger?... Just wondering. Cuz it can annoy ppl. It doesn't annoy me. But I wasn't sure if you guys minded or not. *Feels awkward*

XOXO


	10. Just Friends

**A/N:** **I will go ahead and give you a warning.**

You know how on the show when something happens and Spidey has one of those "fantasy scenario" moments?

... Like whenever Nick asked him where black suit Spidey came from and he started coming up with these ridiculous, cheesy scenes in his head?

... Those are _usually_ what cause people to either dislike or like the show.

They dislike the "fantasy scenario" moments because it's not serious, it's juvenile, whatever.

And people like them because they're funny, it lightens the mood, and makes it different from other superhero shows.

Even though a couple of the jokes were pretty stupid, I personally found most of them hilarious.

Now, you may be asking yourself "why is that crazy geek chic going on and on about it?... Can we just get on with the show? I didn't buy my popcorn for _this!"_

Well, I wrote a few of my own fantasy moments in this chapter. They're all together so that the shifts between seriousness to silliness back to seriousness again isn't frustrating for those of you who are just here for the romance and action.

Don't worry. The jokes are all clean (there aren't even fat or fart jokes). They're just random (like something out of a crack fic), nerdy, weird, and _super_ cheesy. As in the characters are totally OOC.

If you love those comedy scenes on Ultimate Spider-Man, go ahead and read it. I can't make any promises, but it made my brother laugh pretty hard and he's a super tough critic. So I thought "what the heck?"

If you hate those comedy scenes on Ultimate Spider-Man, go ahead and skip over what begins with **"Scenario 1".**.. It ends with **"end of scenarios"** and it'll just seem like Peter was daydreaming. The plot will still make sense.

If **_no one_** liked the "fantasy" scenes, please tell me. I'll NEVER write one again in here. It's hard to mix lots of genres like the Spideyverse does and do it without sloppy writing.

Alright! Thanks for reading this! On with the show!

**END OF A/N**

- Just Friends -

"So. Are your parents still out of town?" He asked as he shut the door for her.

She said. "Yeah. They'll be coming back in a few days."

Unconsciously, he said. "Nice."

Mary Jane gave him a look and scoffed incredulously.

"Nice? Sorry. Do you know my Dad?" She asked.

He grimaced nervously.

Peter was always worrying about her and her parents' relationship. He felt bad that he had been an air-head about _that_ of all things. He just hoped MJ was okay. She could only try to be tough for so long...

He said. "R-right. I'm sorry."  
_  
I could just slap myself right now. _He thought.

The girl shrugged it off, as if it didn't bother her.

"It doesn't matter right now." She said as she looked for something to put her lovely flowers in.

They walked into the living room and sat on the couch. MJ carefully put her bouquet on the table in front of them. It filled the room with a romantic scent.

Peter watched her, inspecting. She was so gorgeous. And she had to amplify her beauty with her feminine outfit. He struggled not to stare.

Mary Jane grinned at him.

"So, what did you want to talk about?" She asked.

He hummed and looked around. The house was a bit messy. He didn't really mind though. This was Mary Jane.

"Well... Where have you been for the past week?" He asked. He asked that specific question so that he could test her trust.

Peter noticed the way she swallowed and didn't look at him. She was carefully choosing her words.

After five seconds, MJ looked at him with a believable confidence.

"Oh. I was at the police station." She said with a nod.

Peter nodded and fought the proud smile he felt.

_That's my MJ. The mistress of improvising.  
_  
"Oh. Good." He said.

His friend looked at him suspiciously. Her eyes were narrowed, brows furrowed, and lips fixated in a little smirk.

"Yeah. Good..." She said. The girl shook her head and the look disappeared. "... Well." She clapped her hands. "I don't know about you but I'd like to talk about something else. I really _am_ fine, Peter. Now come on... Say something else."

"Uuuh..." He said, absolutely dumbfounded. It was like someone kept stealing his words.

She beamed at him.

"...Uh huh? You're doing good so far. What else?" MJ teased.

Peter glared playfully.

"MJ..." He started. _What am I forgetting? What am I forgetting? _He thought.

She looked at him hopefully.

Peter said, in realization. "Oh, right. I brought all the homework you missed out on." He took off his backpack.

She blinked at him silently. Then she sighed and shook her head.

In her mind she said. _Gosh, Peter. Why won't you just open up to me?_

The boy grinned and turned his back on her so he could carefully go through his bag.

"Heh heh. I've got some... Personal stuff in here." He said and snatched the folder full of her missing work. Peter zipped up his backpack quickly and handed the work to her.

She took it, not enthusiastically.

Sarcastically she said with a little grin. "Gee. _Thanks,_ Pete. You've _always_ got my back."

But Mary Jane just put it on the stand beside the couch.

He chuckled distantly.

She tilted her head at him.

He seemed so zoned out, like he was in outer space. That was so normal for him though.

MJ asked with a concerned look. "Tiger?"

Peter felt a pang of familiarity when she called him that. It made him feel special to her. It was her name for him and him only. He couldn't really recall why...

He blinked and glanced at her.

"Yeah?" He asked.

She looked away from him for a second.

"Is there something you're not telling me?" The girl asked.

Red rushed to his face. He faked a grin because somehow it helped him feel a little better.

"Ah, _well..." _He started and scratched the back of his head in thought.

_I should tell her. She's my best friend. She deserves to know. _One half of him was hollering. That was the more confident part of him. Spider-Man.

The other half was screaming._ No! I need to keep my promise to Uncle Ben! She could get hurt! _That was Peter Parker.

He got lost in thought.

_Now, let's get realistic Peter... What would _**really**_ happen if I told her my secret?_

**- Scenario 1 -**

"Mary Jane... I'm Spider-Man." He said.

She looked down.

"Well, that's good... Because I have something to tell _you,_ too..." She said. She put her fingers to her chin and ripped off what was really her mask.

Peter froze in terror.

"...TROLLFACE?!"

_Oh, gosh. I think the secret diaries of your favorite teenage superhero has _just_ been cancelled... Let's try a different approach. Something that might actually happen.  
_

- Scenario 2 -

Violin music played in the background, seemingly out of nowhere.

Mary Jane stood on a balcony, staring out into the starry night sky in despair. She put her hands on the fence and grimaced in utter heartbreak.

"Oh, Spider-Man, Spider-Man. Why art thou Peter?" She asked to no one with a dramatic English accent.

Spider-Man stood in the orchard below and watched above. Quietly, he crawled up the wall and stood on the fence of the balcony.

He had a fancy voice as well. He said. "I take thee at thy word. Call me but love, and I'll be new baptized. Henceforth I never will be Spider-Man."

She blinked and gawked.

"How camest thou hither, tell me, and why?"

He jumped onto the floor of the balcony and put a hand on his heart.

"With love's spider powers did I o'er-perch these walls; for stony limits cannot hold love out..."

_Uh... Ew? I am not doing it stalker style.  
_

- Scenario 3 -

...

... Oh.

... You thought this was a scenario?

No.

Just kidding.

The title is just for decoration.

If you have read up to this point, you are a very awesome person.

It's nice to know someone shares my sense of humor.

...

- Scenario 4 -

Spider-Man and Mary Jane walked through the woods. They stopped.

"President MJ, you will be safe here from those terrorists. Especially under _my_ protection." He said.

She turned to him and grimaced. "I still don't know who you are. How can I _possibly_ trust you?"

He took off his mask.

The girl gasped and hugged him.

"Oh, Peter, I always _knew_ it was you!" She said.

Peter exclaimed in joy."Oh, _this_ is just _so_ special!"

"NO!" A voice shouted.

What appeared to be some man in a metallic suit and helmet stormed into the area. He pointed at the embracing couple.

"If _you_ are Spider-Man..." He said, with robotic breathing. The man removed his shimmering helmet.

The teens gasped and cringed in fear.

"Than _I_ am Harry Osborne!" He said and pulled out a glowing blade. "... AKA Darth Harry. I challenge you to a duel! ... Over the lady of course."

Spidey and MJ looked at each other awkwardly.

Harry added. "Oh... And this is my minion. I like to call him Darth Harry Jr."

Out from behind him, a little pixie floated over his shoulder. He smirked darkly and cracked his knuckles.

Spider-Man tilted his head to the side.

"...Novabell?!"

**- END OF SCENARIOS -**

"Hellooo? Earth to Peter?" A familiar voice said.

He jumped in surprise.

"Oh. H-hey, MJ." Peter said and flushed red.

She narrowed her eyes at him and cocked her head curiously.

"Are you okay?" The girl asked softly.

He blew a raspberry and shook his head in denial.

"Yeah. I'm f-fine. Why?" He asked.

She pursed her lips and raised her brows.

Mary Jane continued. "You're acting weird..."

"Pfft. Me? Weird? No. I thought you'd be used to that by now, MJ."

"No! Pete!" She grinned, playfully nudging his arm. "I mean- _weird_ weird! Why are you all shady and stuff?"

"Ah, well... I've been kind of drained because I've been..." He gulped. "Playing games."

She nodded. She had hoped he would open up about something more important. She wished he would relax.

Mary Jane said, while looking down. "Oh... So..."

"Y-yeah..." He started, eyeing her sadly.

She perked up when he spoke again.

Peter asked. "So, why don't we stop talking about me and talk about you... How's your social life?"

"How's my social life?" She repeated, skeptically.

He looked away from her shyly.

_Come on, Peter!_ _Start a real conversation!_ The boy thought to himself.

MJ giggled in disbelief.

"Ah, well. It's pretty great I guess..." She answered. "How about you?"

He sneered at the question.

"_My_ social life? Oh, boy. Eh heh... Same as always... But really though. Do you... have a crush on anybody?" Peter asked and fidgeted with a pillow casually.

Mary Jane looked at him.

He instantly felt his cheeks burn. He hoped she wouldn't find out that she had kissed him earlier that day. He was still stunned.

"Why are you concerned about that?" She asked.

He bit his lip and shrugged.

"Ah, well. I was just wondering because... I might have a crush on someone, too. I was wondering if... Maybe you have some tips. If you want to talk about it..." Peter offered.

She smiled a little.

"Well, yeah. I do actually." She said.

Peter said. "Oh..." He looked at her.

_I already know. _He thought and fought the feeling of shyness.

She smirked.

"Okay. You're my friend. You can keep a secret, right?" She asked.

He nodded. "Of course." He said. _Anything for you. _

She concurred and her playfulness ceased.

"Yeah. Okay... Well, I have a thing for Spider-Man." Mary Jane confessed.

Peter sank back into the seat, dazed.

His spider intuition had been correct but he just couldn't believe it... Well, he could but it was extremely difficult. It was even harder to accept.

This is impossible, Mary Jane. He thought.

There was a fusion of relief and frustration that wavered through his body. There weren't just butterflies in his stomach. There were butterflies in his entire torso.

She looked at him intently.

His eyes met hers. There was some kind of force trying to pull them closer.

It amazed him how she could look him so easily in the eyes after what she had just told him.

"...Well?" Mary Jane finally said. It was like she had just shattered the silence with a battering ram.

Peter bit his lip to keep it from quivering.

_She can never know, Peter. I need to keep who I have left safe._ He thought.

He shifted his gaze away from her jade irises so he could think clearer and raised his brows.

"What do you think, Peter?... React." She ordered.

He said. "...Wow."

She scoffed.

"Good wow? Or bad wow?"

He blinked bashfully.

"I don't really... Know. Well, what do YOU think?" He asked.

She beamed, pink glowing on her cheeks.

"Well, I'm excited! I've been hanging out with him and I've been getting to know him. It's so amazing." She said dreamily.

He grinned shyly.

"Well, that's good.." Peter looked down and asked. "Do you think he likes you back?"

Her beam flickered off and she frowned slightly.

"I don't really know. He's always wearing that mask. And it's already hard enough to decipher emotions." Mary Jane answered. "... He might be playing hard-to-get."

Peter nodded in agreement with a faint blush. He was itching to tell her.

"Aw... Well, what are you going to do about it?" He asked.

"I'll have to see." She said. The girl smiled at him. "So... What about your crush?"

He gulped and looked away from her.

"Ah, well... You see, we're really good friends. But... I'm n-not sure if she likes me back, either. I don't know if she can accept me for who I am and... I don't think I can give her what she needs." He answered gloomily.

MJ had to lean closer to him to hear it. For some reason she felt a deep jealousy for this girl.

But she sympathetically put her hand on his arm.

"Oh, Peter. I'm sure that it'll be okay. You can definitely be a good boyfriend. I mean, you're nice, funny, smart and..." She stopped. Her eyes flew over his charming face and she felt her face burn. "You've got to tell her sometime. I mean, hey, what's the harm in trying? You'll never know unless you try."

He looked at her, surprised.

_She thinks I'm funny? And nice? And smart?_ He thought, his heart humming.

"... Wow. You- you think so?" Peter asked.

"Yeah. Of course I do. Call it feminine intuition." She said and winked.

He grinned, embarrassed, and scratched the back of his neck.

"Gee. Thanks, MJ..." He said.

"No problem... So... who is this girl? Is she someone I know?" She asked.

He cleared his throat.

"Ah, well..." He started and ran his fingers through his hair.

Mary Jane wished she could read his mind.

_Stop being so cryptic!_ She thought.

Peter flinched when he felt a massive burst of pure spider sense. He jumped up and looked around.

"Um... I just remembered - I have an appointment with my, uh, therapist." He said and picked up his backpack in a hurry. _Oh, the irony of that statement._

Mary Jane scowled.

"Hey! Can't you stay? I mean, you just got here!" She said.

He frowned.

"I am_ so_ sorry, MJ! But I've really got to go!" Peter exclaimed and rushed out of the house.

Mary Jane blinked, stunned. She moaned in disappointment.

She thought. _What could be _so_ important?_

* * *

A/N: Sorry it took so long guys. I was visiting family and I was a little stumped..* I know this wasn't exactly riveting but I thought it was a good stopping point.

I've also been finishing some editing and preparations for a book I'm trying to publish... A YA sci-fi one that'll be on Lulu, Amazon, etc. It's really nerve-wracking but I'm excited! XD

**Responses to reviews (in order they were posted):**

**Girl: okay! I'll see. XD  
Awesomemonster23: Thanks for your feedback but I strongly doubt I'll use that idea. I respect your opinion, though. **  
**Guest: I'll put them together in this.** **Don't worry. ;)  
Bulgarian Fan: thank you. Sorry for delays... again.  
: yeah, she won't be jealous. There's already enough drama. :3  
Guest: LOL. I know how you feel. **  
** : I think so, too! Thanx. :)  
Tris Holmes: I'm so glad to hear! Thank you! Thank you so much! That's so sweet! :D And you're welcome!  
Guest: OK. Thanx for reviewing.**

Lunarose the Dreamer

P.S.:

DISCLAIMER: SPIDEYVERSE AIN'T MINE!

STAR WARS ISN'T MINE!

ROMEO AND JULIET... YOU SHOULD KNOW.**  
**

TROLLFACE ISN'T MINE.

P.S.S. I deliberately switched some words in the Romeo & Juliet scenario so it was more understandable. And so it was cut to the point.

P.S.S.S. Here are awesome imaginary explosions of confetti to celebrate your awesome reviews! I really appreciate each and every one of them!


	11. Between Dreams and Nightmares

- Between Dreams and Nightmares -

Peter had to admit. He felt pretty bad about ditching MJ. It was rough. He had only JUST gotten to see her as Peter and he already had to leave. That was EXACTLY why he had to stop falling for her. But it seemed impossible.

As Spidey, he had left to stop a couple of muggers from robbing some innocent couple. Nothing _too_ exciting. Kind of a blah one for Spider-Man. But it was worth it in the end.

The teenage superhero swung on his webs quickly through the city and landed by Mary Jane's house. He had tried to stay pretty low-key by creeping up on the porch ceiling and peeking through the windows. But he couldn't find his girl.

So, he crawled up the walls of her home and found her in her bedroom, idly looking through some homework. The girl had the door shut, contemplating something. He wasn't sure what.

He tried to come up with excuses in his head not to interrupt her. But he saw that she wasn't really even doing anything.

Finally fussing up, he forced his muscles to inch to the window. Spider-Man sighed and made himself knock.

The superhero sat there stiffly.

The girl blinked and looked around for the source of the noise. She looked startled. She finally realized her friendly neighborhood Spider-Man was out the window and she smiled, relaxing.

He waved at her, goofy.

MJ smirked and walked over to him. She opened it and leaned on the sill.

"Hey." She said, with a simmering heat under her words.

He had to remind himself to look confident while looking at her.

"Hey." Spider-Man responded. He gestured behind him. "Ready to go?"

She shook her head. "Well, not yet. Do you want to see my room first?" She said.

"Oh, s-sure." He said and awkwardly crawled inside.

It was- well, it was Mary Jane. Definitely. It described her explicitly.

"...It's- kind of feminine." She said.

Spidey shrugged. "Well, that's fine. I mean... you _are_ a girl."

She nodded.

"Well, yeah. I guess that makes sense." She said good-naturedly.

They shared a good little laugh.

"It suits you." He complimented.

The girl thanked him.

Oh, he loved to make her happy. Her cheerful reactions always made him feel like he was deluged in sunlight. It thrilled him.

She clasped her hands together.

"So..." She pointed to a couple of chairs. "Sit with me?"

"Okay." He said and easily hopped over in a seat.

Mary Jane watched him in awe. She joined him.

Spidey was, quite naturally, already comfy. While, he_ had_ known MJ for a while. He folded his arms behind his head and crossed his legs.

"...So... How ya doin'?" He asked.

MJ grinned and chuckled.

"Gooood...?" She answered.

He said. "Good."

_This- is not how it was supposed to go. _He thought. _Note to self: the worst way to start a conversation is by asking someone how they are doing._

"... Yeah. It's kinda nice to hang out and not have cameras everywhere." She said._  
_  
"Heh heh. Yeeeah..." The mutant continued._  
_

Awkward silence.

His thoughts were in hyper mode. _Oh, gosh. What does she want to talk about? Oh. My. GOSH._

She was looking at the floor and he in her direction.

"...Sooo?" He started to speak. "... How was the visit with your friend?"

This happened to be the thing she was wanting to talk about but was reluctant.

"Oh. It was great. Peter- he's great. He's a great friend." Mary Jane said and smiled.

Spider-Man said. "Oh?"

_Aw. I'm red with the flatters, MJ.  
_

"Yeah." She said. "But-" She sighed.

_Uh, oh. Here it comes, here it comes-  
_

"He disappears sometimes. It's- a little frustrating. But- other than that, it was fun." She said.

"...Oh." Spidey said. He rubbed the back of his neck. ..._Well, that went better than I thought. _"Well... goood."

"...Yeah." She continued and chuckled softly.

"...Well..." He said.

_This is so hard to cough up, Mary Jane._

"I'm sorry that he wasn't there for you." Spider-Man said.

She smiled at him.

"Oh... It's okay. It's not your fault." MJ said, trying to shrug it off. He could tell.

_Oh, you have no idea._ He thought sadly.

"Still though... I feel bad for you." Peter continued nervously. He had to look away from her inquisitive green eyes.

"Aw. Well. It's okay. Everyone's busy." She stated.

Spider-Man sighed helplessly.

"Right..." He said. "Okay."

_Ugh. I am_ way_ too busy. _

"...Well, I'm glad _you're_ here." She said.

_Again. The flatters._ He thought, kind of embarrassed.

"I'm- glad." Spidey said and cleared his throat.

They continued to talk about things, until MJ got bored of being at her house.

"... Can we go now?" She asked.

"Of course." He said and strutted over to the window. He slipped onto the window sill and offered her his hand. With a dramatic voice, he said. "I'll be your escort, miss."

Mary Jane giggled and accepted his offer. They clung onto each other and Spider-Man swung through the city on his webs.

* * *

They returned to the HELICARRIER and parted their ways, only to make their feelings about each other less obvious. Nevertheless, Spidey's friends were noticing his quirky behavior. He would act even more ADHD than usual with the girl around. And even though he was still great at kicking butt, he was just a wee bit off.

Mary Jane was having a great time there. She was surrounded by cool superheroes, great friends, and cool tech. But she felt like the one thing she was always wanting was forever out of her reach. She just wanted to be loved. And to _truly_ be loved. Not just for her looks or for the attention. For who she was.

MJ thought (hoped) that maybe Spider-Man could fit the bill. But she was a little worried about it. She couldn't exactly peek through his mask...

And oddly, she found herself somewhat... Baffled. Her experiences with Peter and Spider-Man that day had been truly exhilarating. She wasn't exactly suspicious. Instead, she just dismissed her complex feelings as being fickle.

_Party girl._ She thought to herself, a little ashamed.

* * *

After curfew, Peter lay in his bed.

"Oy. Just a typical day for Spidey. Nooo worries." The boy said. He had tried to quip, to cheer himself up, but the words came out bitter and sarcastic. He sighed sadly.

Spider-Man took off his mask just so he could anxiously run his fingers through his brunette hair.

_Agh. I think I've got some hat head._ He thought insecurely. So he pulled his mask back on.

He laid there. For hours. For what seemed like forever. He never fell asleep. He just laid there, thinking about all of his problems in life. He almost got some chalk so he could make tally marks on the walls for all the days he had been Spider-Man. It was a gift and a curse. Besides, Nick Fury would probably kill him...

The lights were off. It was quiet. There was no danger. So why did he feel like he needed to stay awake?

He groaned, irritated, and checked the clock. It was 10:15.

_Oh, boy. Better cut it out, you insomniac goofball. _Peter thought and struggled to relax his muscles. But he kept tossing and turning. It was impossible. Then there was a sudden pang of spider sense. It made him jump in his bed. The instant response was-

"Mary Jane." He didn't understand why.

He couldn't _hear_ anything. He couldn't _see_ anything wrong. But, because he was dying of curiosity, he droned out into the hallway. He quietly motioned to her door. The last thing he wanted to do was disturb her. But his Spidey sense never lied. He had to do it.

Spider-Man knocked on the door gently, partly because he was afraid and partly because he didn't want to wake her.

"MJ?" He whispered.

No answer.

He waited for a few seconds. When he couldn't stand the suspense anymore, he cautiously opened the door and quietly sneaked in.

Even in the dark, he could clearly see there was no real danger. But there _was_ something wrong.

Spidey forced himself to walk to the girl. She was laying in her bed, seeming healthy and safe but there was still something amiss...

"Mary Jane?" He murmured, his youthful squeaking clear in his voice.

He heard shuffling.

The girl sat up in bed. Even though her dress was wrinkled and her hair was unkempt, she was still striking. But she looked like she was... Trembling?

"W-who are you?" She asked.

Peter could clearly see the red run across her face, contrasting heavily with her pale complexion.

Forgetting she lacked night vision, he held up his hands in a calming gesture.

With a soothing tone, he answered. "Hey. It's okay. It's just me. Your friendly neighborhood Spider-Man."

She sighed and brushed a ginger lock out of her face.

"Uh- oh. Hey..." She said. "...How d-did you...?"

"My spider senses."

"Oh, right..."

He could hear her teeth chatter slightly. She must've been really startled.

_What has happened?_ He thought. _Did I do something...?_

"...You don't need to be embarrassed, MJ. What happened? Are you okay?" Spider-Man asked and tilted his head in concern.

She took a deep breath then sighed heavily. She hugged herself.

"... Oh. I'm fine. I-it was nothing. It was just... a nightmare." Mary Jane admitted.

Peter felt his heart tumble down inside of him.

_You poor girl. I need to protect you by keeping my distance..._ _But I don't think I can._ He thought, worrying.

"Oh... I'm- so sorry." He said sadly.

"It's okay. It just felt so..." She said. "Real."

"I understand _completely_... Hang on a sec, MJ." Spider-Man said and moved around in her room.

She tensed up. "A-are you leaving?"

"No. I am not going anywhere. Just gettin' a chair." He said and pulled up a seat near her bed.

"Oh... Okay." She said and laid down on her bed.

Breaking through his reluctance, he tenderly placed his hand on her arm.

"It's okay, Mary Jane. You're safe here. No one will hurt you. Okay?" He said.

A smile grew on her face. Her muscles unclenched. She said. "I know."

"Good." Peter said, not restraining his proud grin. But it faded quickly. "Now, what was your nightmare about?"

MJ sniffed and ducked her head.

"It was about... Doc Oc." She admitted.

"Oh..." He said.

_Why can't I shield you from what I really am?_ He thought. _My secret is endangering you._ _It kills me._.. _Do you have any idea...?_

Spidey said. "Well, I don't think he'll be messing with you or me for a while. I mean, I'm pretty sure he just got, like, electrocuted..."

Her smile returned. "Yeah. You're right..."

There was a little silence.

"... Did I wake you up?" She asked.

"No. I was already awake." He said.

"Oh... Really?" She asked, bewildered.

"Mhm."

"I thought superheros would be super worn out at the end of the day..."

"Well, yeah. Totally. But, hey, I'm not perfect. I might be a superhero but I'm still... human." He explained with a little shrug.

This seemed to make more comfortable.

"Okay."

"... Hey, I'll tell you a secret." Spidey whispered and held up his hand beside his mouth, like people might be listening to them.

"What?" She asked with a little laugh.

"Superheroes have nightmares, too."

"Oh..." Mary Jane smiled and yawned. Then an imploring look glowed in her eyes. "... Hey, so neither of us have nightmares, do you think you could... stay here with me tonight?"

She had meant it in the most innocent way possible. She thought it would be a great way to see how he felt. She just wanted to either be hurt and get it over with or be happy and cherish the rest of her life. One or the other. Her curiosity might have been able to kill her.

"... M-Mary Jane. You know I can't do that..." He said, looking down.

"Oh. Right... Superhero duties. Got it." MJ said with a disappointed sigh. "... Can you at least stay until I fall asleep?"

He thought about it for a second. Then he slipped his fingers between hers and squeezed her smaller hand in his.

"I think I can arrange that." Spider-Man said.

She smiled sweetly and closed her gorgeous eyes.

"Thank you, Spider-Man." She said sleepily.

"It's my pleasure, MJ..." He responded quietly.

Even though the girl was exhausted, she wanted to savor the feeling of his hand in hers as long as she could. It must've been what heaven felt like, like a tangible sanctuary. She felt safe. But, she eventually faltered into a deep slumber, with much more peaceful dreams.

When he thought she was asleep, Peter had stroked her hand with his fingers and delicately caressed her hair. Before he had to end his romance, his dream, he would make sure he knew what it felt like to be that close. So he imprinted the feelings into his mind.

Then, when he was certain she was asleep, he sensed danger somewhere and slipped into the night...

* * *

**A/N: Pretty dramatic ending there, right?**

**THE IMPORTANT STUFF:**

**Responses to guest reviews:**

**Zarina3908: Thank you so much! LOL! I was sooo worried about looking like a weird dork! :D**

**Bulgarian Fan: Aw, that's so sweet! Thanx you. XD And I'm sooo glad you liked the jokes!**

**Bunny hoper627: ... (^v^) Heh heh... You're funny.**

**I really am sorry about the long delay... I was busy with... listening to music, daydreaming, fangirling, writing original stuff, school... Dishes... So, I decided to make a long chapter to keep you guys hanging on. It'll be hard though with juggling highschool, my original stories, and all my other stuff (sometimes mah laziness)..Oy. Really, though. I'm sorry. I almost considered quitting this story but I already have the plot all planned out and it's not super long and I have,like, a gazillion reviews and I'm obsessed with Spidey now so I thought- what the heck?! I can't PROMISE that I'll update more punctually though so I would suggest making accounts and following if you haven't already. I just thought it would be more convenient to you guys since you can get updates in your e-mail for the stories you're reading and it's 100% free.**

**THE NOT-SO IMPORTANT STUFF:**

**BTW, dudes & dudettes, I just read some volumes of the Ultimate Spider-Man comics by checking them out at the library around here. ... The first story... sucked. It really did. It was, like, 100 pages of Avengers and only 20 pages of Spider-Man. In my opinion, it should've just been an Ultimates comic. It wasn't really about Spidey. As much as I like Avengers, I came here to enjoy Spider-Man's existence. Thank you. Oh, yeah. And the drawings of Peter were pretty bad... Eh. *Shudder, shudder* The second one was 100 % better. I was finally introduced to who Gwen is and- it was just a lot better. It was funnier and the drawings were more cartoony which really fits it better in my opinion. Very good. However... The Ultimate Spidey comics and cartoons are COMPLETELY DIFFERENT. The comics are for TEENS. Not kids+. Believe me. If you don't wanna hear Spider-Man cuss, go somewhere else. (It bugged me, too.) Same with the Spider-Man New Animated Series. DON'T WATCH IT! IT'S AWFUL! Well, anyway, the comic was where I got his favorable use of the word "goofball" from. LOL. I was inspired by it.**

**Oh, and I also read Batgirl. *Totally off-topic. I know. That one's DC. Not Marvel. Haters gonna hate. DERP.* But, in a way, she's a leetle like a female Peter... Well, her sense of humor, anyways. She's hilarious. I love her now. Oh, yeah. That one's for teens, too.**

**Oh, and I almost considered changing my username (again) to Nerdatron... But the username was already taken on fanfic. I was heartbroken. But oh well... Just had to get that off my chest. **

**Well, thanks for reading. Thank you for your amazing reviews, guys! I'm all flatters! *- BTW I totally made that saying up. It just... sounds funny...***

**- AWKWARD SILENCE-**

**Love,**

**Lunarose the Dreamer**


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